S.I. No. 263/1994:

CENTRAL BANK ACT, 1971 (APPROVAL OF SCHEME OF HILL SAMUEL BANK LIMITED AND TSB BANK plc.) ORDER, 1994.

CENTRAL BANK ACT, 1971 (APPROVAL OF SCHEME OF HILL SAMUEL BANK LIMITED AND TSB BANK plc.) ORDER, 1994.

WHEREAS Hill Samuel Bank Limited (in this Order referred to as the Transferor), having its registered office at 100 Wood Street, London, EC2P 2AJ, England, and which carries on its banking business in Ireland from its office at Hill Samuel House, 2528 Adelaide Road, Dublin 2, Ireland, and being authorised to act as a credit institution in Ireland pursuant to the European Communities (Licenses and Supervision of Credit Institutions) Regulations, 1992 ( S.I. No. 395 of 1992 ), has agreed with TSB Bank plc (in this order referred to as the Transferee) having its registered office at Victoria House, Victoria Square, Birmingham, B11BZ, England, to transfer to the Transferee the banking business which it is authorised to carry out in Ireland by virtue of the European Communities (Licences and Supervision of Credit Institutions) Regulations, 1992 ( S.I. No. 395 of 1992 ).

AND WHEREAS on the 30th day of May, 1994, the Transferor and the Transferee submitted to the Minister for Finance for his approval a scheme for the transfer (in the following order referred to as the Scheme) made by the Transferor and Transferee on the 30th day of May, 1994:

NOW the Minister for Finance, after consultation with the Central Bank of Ireland and, in respect of Articles 4 to 8 of this Order, at the request of the Transferor and the Transferee, hereby, in exercise of the powers conferred on him by section 33 of the Central Bank Act, 1971 (No. 24 of 1971), orders as follows:

1. This Order may be cited as the Central Bank Act, 1971 (Approval of Scheme of Hill Samuel Bank Limited and TSB Bank plc) Order, 1994.

2. In this Order--

"the Minister" means the Minister for Finance;

"the Scheme" means the Scheme submitted to the Minister for his approval by the Transferor and the Transferee pursuant to section 33 of the Central Bank Act, 1971 , and to the agreement between them dated the 30th day of May, 1994;

"the transfer date" means the 30th day of September, 1994, or such later date as the Transferor and the Transferee may agree in writing in accordance with the Scheme;

"the Transferee" means the TSB Bank plc;

"the Transferor" means Hill Samuel Bank Limited.

3. The Scheme is hereby approved of.

4. All books and other documents which would before the transfer date have been evidence in respect of any matter for or against the Transferor shall be admitted in evidence in respect of the same matter for or against the Transferee as and from the transfer date.

5. (1) From the transfer date--

(a) the Bankers' Books Evidence Acts, 1879 to 1959, shall continue to apply with respect to any books of the Transferor transferred to the Transferee in connection with the banking business agreed to be transferred and to entries made in those books before the transfer date as if such books were the Books of the Transferee, and

(b) for the purpose of section 4 of the Bankers' Books Evidence Act, 1879, any book to which the Act applies by virtue of subparagraph (a) of this paragraph shall, on being proved to be in the custody of the Transferee, be deemed to be one of the ordinary books of the Transferee and any entry therein purporting to have been made before the transfer date shall be deemed to have been made in the ordinary course of business.

(2) In this Article "books" has the same meaning as "bankers' books" in the Bankers' Books Evidence Acts, 1879 to 1959.

6. Section 1 of the Trustee Act, 1893, as amended by the Trustee (Authorised Investments) Act, 1958 (No. 8 of 1958), is hereby amended by construing the reference to Hill Samuel Bank Limited (inserted by the Trustee (Authorised Investments) Order, 1977 ( S.I. No. 344 of 1977 ) and amended by Central Bank Act, 1971 (Approval of Scheme of Hill Samuel Bank (Ireland) Limited and Hill Samuel Bank Limited) Order, 1992 ( S.I. No. 242 of 1992 ) as reference to TSB Bank plc and accordingly, the reference in that section to Hill Samuel Bank Limited is hereby deleted.

7. (1) In respect of the business agreed to be transferred, the Transferor shall, at the request of the Transferee, execute all instruments and do all such acts as may be necessary to transfer the property vested immediately before the transfer date in the Transferor as trustee, executor, guardian or in any other fiduciary capacity (as the case may be) to, and vest the same in, the Transferee in the same capacity upon the trusts and with and subject to the powers, provisions, liabilities and obligations applicable thereto respectively.

(2) The Transferee shall be entitled to remuneration and to act as trustee, executor, guardian or in any other fiduciary capacity (as the case may be) at the same scale of fees and upon and subject to the same terms and conditions as were applicable to the Transferor immediately before the transfer date.

8. Any contract of guarantee, indemnity or other contract of suretyship undertaken by the Transferor with any person in the course of or incidental to the banking business of the Transferor agreed to be transferred shall be transferred or deemed to have been transferred to the Transferee on the transfer date and shall become from that date a contract between the Transferee 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 contract between the Transferor and such person had continued and any order, instruction, direction, mandate or authority given, whether before, on or after that date, by that person in relation to any such contract and subsisting at the transfer date shall apply and have effect after the transfer of such contract to the Transferee as aforesaid and any monies due and owing by such person to the Transferor at that date under or by virtue of any such contract shall become due and payable by that person to the Transferee instead of the Transferor.

GIVEN under the Official Seal of the Minister for Finance, this 26th day of July, 1994.

BERTIE AHERN,

Minister for Finance.

EXPLANATORY NOTE.

This Order approves the transfer of the banking business of Hill Samuel Bank Limited to TSB Bank plc in accordance with a transfer scheme submitted by both banks. The effect of the Order is that sections 34 to 39 and section 42 of the Central Bank Act, 1971 will apply to the transfer. The Order also makes provision for matters arising from and incidental to the transfer.