First Previous (PART V Management and Administration of Trustee Savings Banks) Next (PART VII Miscellaneous)

21 1989

TRUSTEE SAVINGS BANKS ACT, 1989

PART VI

Amalgamation of Trustee Savings Banks

Interpretation.

46. —In this Part—

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;

the amalgamation day” has the meaning assigned to it by section 47 ;

the banks” and “the amalgamated bank” have the meanings assigned to them by section 48 .

Power of trustee savings banks to amalgamate.

47. —(1) Two or more trustee savings banks may amalgamate if—

(a) each of them passes a special resolution authorising the amalgamation, and

(b) the Minister and the Central Bank approve under section 48 of a scheme for the amalgamation submitted to them under that section.

(2) An amalgamation under this section shall take effect on such day (in this Part referred to as “the amalgamation day”) as may be specified for that purpose in the scheme aforesaid, being a day not earlier than 4 months after the day or the later of the days on which the approval of the Minister and the Central Bank of the amalgamation were sought.

(3) In this section “special resolution” means a resolution—

(a) passed by not less than three-fifths of those present at a meeting of the trustees of a trustee savings bank of which notice in writing specifying the intention to propose the resolution has been given to the trustees in accordance with the rules of the bank, and

(b) confirmed by a majority of those present at a meeting of the trustees held not less than 14 and not more than 28 days after the meeting referred to in paragraph (a) and of which notice in writing specifying the intention to propose that the resolution be confirmed has been given to the trustees in accordance with the rules of the bank.

Approval of Minister and Central Bank of amalgamation of trustee savings banks.

48. —(1) Whenever two or more trustee savings banks (in this Part referred to as “the banks”) propose to amalgamate—

(a) they may, not less than 4 months before the amalgamation day, submit to the Minister and the Central Bank for their approval a scheme for the amalgamation,

(b) the Minister and the Central Bank may, not less than 2 months before the amalgamation day, either approve of or decline to approve of the scheme by order, and

(c) if the Minister and the Central Bank approve of the scheme under this section—

(i) the banks shall, not less than one month before the amalgamation day, publish notice of the amalgamation in at least one daily newspaper published in the State,

(ii) the provisions of sections 49 to 54 and 64 shall, if, and to the extent only that, the scheme so provides, have effect in relation to the amalgamation, and

(iii) the Minister and the Central Bank may, at the request of the banks, include in the order approving of the scheme such incidental, consequential and supplemental provisions as the Minister and the Central Bank think appropriate for facilitating and implementing the amalgamation and securing that it shall be fully and effectively carried out, including provisions for substituting the name of the bank formed by the amalgamation of the banks (in this Part referred to as “the amalgamated bank”) for the names of the banks or otherwise adapting references to the banks in any statute or instrument made under statute.

(2) An order under subsection (1) or under this subsection may, with the consent of the banks or the amalgamated bank, as may be appropriate, be amended by the Minister and the Central Bank by order.

Transfer of accounts.

49. —Any account between one of the banks and any person at any office or branch of that bank in the State shall be transferred or deemed to be transferred to the amalgamated bank on the amalgamation day and become as and from that day an account between the amalgamated bank and that person with the same rights and subject to the same obligations and incidents (including rights of set-off) as would have been applicable thereto if such account between the first-mentioned bank and the person had continued and any order, instruction, direction, mandate or authority given, whether before or after that day, by that person in relation to such account or any obligation entered into by the first-mentioned bank in relation to any person and subsisting on that day shall apply and have effect after the transfer of the account to the amalgamated bank as aforesaid, and any moneys owing on such account by that person to the first-mentioned bank on that day shall become due and payable by that person to the amalgamated bank instead of to the first-mentioned bank and any moneys owing on such account by the first-mentioned bank to that person at that date shall become due and payable to that person by the amalgamated bank instead of by the first-mentioned bank.

Transfer of securities.

50. —Any security held by any of the banks in connection with the business agreed to be amalgamated as security for the payment of the debts or liabilities (whether present or future, actual or contingent) of any person at any office or branch of that bank shall be transferred or deemed to be transferred on the amalgamation day to, and be held by and be available to, the amalgamated bank as security for the payment of such debts and liabilities to the amalgamated bank; and where the moneys secured by such a security include future advances to or liabilities of any person, the said security shall as from that date be held by and be available to the amalgamated bank as security for future advances to that person by and future liabilities of that person to the amalgamated bank to the same extent to which future advances by or liabilities to the first-mentioned bank were secured thereby immediately before that day.

Rights and obligations in relation to transferred securities.

51. —The amalgamated bank shall, in relation to any security transferred or deemed to have been transferred to the amalgamated bank in accordance with or by virtue of the provisions of section 50 and the moneys thereby secured in accordance with those provisions, be entitled to the same rights and priorities and subject to the same obligations and incidents as the bank concerned would have been entitled and subject to if the security had continued to be held by the bank concerned, and in relation thereto the following provisions shall have effect:

(a) the transfer of any such security effected or deemed to be effected by section 50 shall not require registration under or in pursuance of the Registration of Deeds Act, 1707, the pre-Union Irish statute 33 Geo. 2, c. 14 (Ir.), the Registration of Title Act, 1964 , or section 99 of the Act of 1963, but shall operate for the purposes of those Acts as if it were made by deed duly registered on the amalgamation day under or in pursuance of whichever of those Acts may be applicable thereto;

(b) where section 50 effects an extension of or in relation to any such security so as to include future advances by or future liabilities to the amalgamated bank, such extension shall not require registration under or in pursuance of the Registration of Deeds Act, 1707, the Bills of Sale (Ireland) Acts, 1879 and 1883, the Registration of Title Act, 1964 , or section 99 of the Act of 1963, but shall operate for the purposes of those Acts as if it were made by deed duly registered on the amalgamation day under or in pursuance of whichever of those Acts may be applicable thereto.

Transfer in the case of property held on bailment.

52. —The custody of any document, goods or other property held by any of the banks in connection with its business as bailee for any other person at any office or branch of that bank in the State shall be transferred or deemed to be transferred to the amalgamated bank on the amalgamation day and the rights and obligations of the first-mentioned bank under any contract of bailment relating to the document, goods or property shall be transferred or deemed to be transferred on that date to the amalgamated bank.

Transfer of officers and other employees.

53. —(1) Every officer, or other member of the staff in the service or employment of any of the banks and agreed by the banks and, where appropriate, the amalgamated bank to be transferred under this section shall on the amalgamation day be transferred from the service or employment of the first-mentioned bank to and become an officer or other member of the staff (as the case may be) of the amalgamated bank with the same rights and subject to the same obligations and incidents in respect of such service or employment as he was subject to as an officer or other member of the staff of the first-mentioned bank.

(2) Every such officer or other member of the staff as aforesaid who is a member of or entitled to benefit under a pension or superannuation scheme of any of the banks and every officer or other member of the staff who was formerly employed by any of the banks in connection with the business agreed to be amalgamated and was, immediately before the amalgamation day, a member of or entitled to benefit under any such scheme shall with effect from the amalgamation day become a member of and entitled to the corresponding benefit under a corresponding pension or superannuation scheme of the amalgamated bank on terms not less favourable than those under the first-mentioned scheme and any person who is, by reason of the membership of or entitlement to benefit under the first-mentioned scheme of any officer or other member of the staff employed or formerly employed in any of the banks, entitled to benefit thereunder, shall be entitled with effect from the amalgamation day to the corresponding benefit under the said corresponding scheme on terms not less favourable than those under the first-mentioned scheme.

(3) Any benefit payable under a pension or superannuation scheme of any of the banks to the personal representative (in his capacity as personal representative) of any deceased officer or other member of the staff formerly employed in that bank and remaining unpaid on the amalgamation day shall become and be payable on that date by the amalgamated bank or under a corresponding pension or superannuation scheme of the amalgamated bank.

(4) Service or employment with any of the banks shall, for the purpose of ascertaining and calculating the right to benefit under any such corresponding scheme, be taken into account as if it were service or employment with the amalgamated bank but the transfer of service or employment from the first-mentioned bank to the amalgamated bank shall not, of itself, give rise to any claim to benefit under any such scheme.

(5) In relation to staff transferred by subsection (1) to the staff of the amalgamated bank, previous service with any of the banks shall be reckonable for the purposes of, but subject to any other exceptions or exclusions in, the Redundancy Payments Acts, 1967 to 1984, the Holidays (Employees) Act, 1973 , the Minimum Notice and Terms of Employment Acts, 1973 to 1984, and the Unfair Dismissals Act, 1977 .

(6) The Minister and the Central Bank may, at the request of any of the banks and the amalgamated bank, include in the order under section 48 such provisions as they think appropriate for transferring the whole or any part of the property and assets of any pension or superannuation scheme of the first-mentioned bank to a corresponding pension or superannuation scheme of the amalgamated bank and vesting it for the purposes of the corresponding scheme in the trustees or other persons charged with the administration of such corresponding scheme and for winding up, dissolving, terminating or modifying any such scheme of the first-mentioned bank and the corresponding scheme shall have effect in accordance with any such provisions, any such scheme of the first-mentioned bank being wound up, dissolved, terminated or modified, as the case may be.

(7) In this section—

benefit” means any pension, gratuity or other benefit payable in respect of past service with the bank concerned or other specified past service on resignation, retirement or death;

pension or superannuation scheme of any of the banks” means a scheme, arrangement or fund established in connection with the business of that bank for the provision of benefit for the officers or other members of the staff of that bank or their dependants and any cognate expression shall be construed accordingly;

pension or superannuation scheme of the amalgamated bank” means a scheme, arrangement or fund established in connection with the business of the amalgamated bank for the provision of benefit for the officers or other members of the staff of the amalgamated bank or their dependants and any cognate expression shall be construed accordingly.

Application of certain instruments.

54. —Where—

(a) the business of any of the banks agreed to be amalgamated includes the business of acting as trustee, executor or guardian or in any other fiduciary capacity, and

(b) that bank was or is appointed to act as a personal representative, trustee or guardian or in any other fiduciary capacity by an instrument consisting of—

(i) an order of a court,

(ii) a trust deed, settlement, covenant or agreement, or

(iii) a will, codicil or other testamentary instrument or a grant of administration,

or by any testamentary act other than those aforesaid, whether the instrument, grant or act was made, executed or done before or after the amalgamation day,

the instrument, grant or act shall as from the amalgamation day be read and construed and have effect as if for any reference therein to that bank there were substituted a reference to the amalgamated bank.

Application of Bankers' Books Evidence Acts, 1879 and 1959.

55. —(1) The Bankers' Books Evidence Acts, 1879 and 1959, shall continue to apply with respect to any books of the banks transferred to the amalgamated bank in connection with the business of the banks and to entries made in those books before the amalgamation day.

(2) In this section “books” includes ledgers, day books, cash books, account books and all other books and records used in the ordinary business of the bank before the amalgamation day.

Continuance of pending legal proceedings.

56. —Where, immediately before the amalgamation day any legal proceedings are pending to which any of the banks is a party and the proceedings have reference to the business of the bank, the name of the amalgamated bank shall on the amalgamation day be substituted for that of that bank and the proceedings shall not abate by reason of such substitution.