LLOYDS BANK (MERGER) ORDINANCE

LLOYDS BANK (MERGER) ORDINANCE

LAWS OF HONG KONG

LLOYDS BANK (MERGER) ORDINANCE

CHAPTER 1137





CHAPTER 1137

LLOYDS BANK (MERGER) ORDINANCE

ARRANGEMENT OF SECTIONS

Section Page
1. Short title ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... 2
2. Interpretation ... ... ... ... ... ... ... ... ... ... ...
... 1 .. ... 2
3. Notice of appointed day ... ... ... ... ... ... ... ... ... ... ... ... 3
4. Recognition of vesting of LBI's undertaking in Lloyds ... ... ... ... ... ... 3
5. Trust property and wills ... ... ... .. 1 ... ... ... ... ... ... ... ... 4
6. Supplementary provisions ... ... ... ... ... ... ... ... ... ... ... ... 4
7. Contracts of employment ... ... ... ... ... ... ... ... 1 . ... ... ... 7
8. Pensions ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... 7
9. Evidence: books and documents ... ... ... ... ... ... ... ... ... ... 7
10. Part 111 of Evidence Ordinance ... ... ... ... ... ... ... ... ... ... 7
11. Evidence of vesting ... ... ... ... ... ... ... ... ... ... ... ... 7
12. Interests in land ... ... ... ... ... ... ... ... ... ... ... ... ... ... 8
13. Saving for enactments concerning banking institutions ... ... ... ... ... ... 9
14. Saving for companies ... ... ... ... ... ... ... ... ... ... ... ... ... 9
is. Saving ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... 9





CHAPTER 1137

LLOYDS BANK (MERGER)

To provide for the vesting in Lloyds Bank Plc of the undertaking of Lloyds
Bank International Limited; and for other related purposes.

12 July 1985.1

WHEREAS

(1)Lloyds Bank Plc (hereinafter called 'Lloyds') is a public
company incorporated under the Companies Act 1862 as a
company limited by shares;

(2)Lloyds Bank International Limited (hereinafter called 'LBI') is
a private company incorporated under the Companies Acts
1948 to 1967 (as defined in the Companies Act 1967) as a
company limited by shares under the name of Lloyds Bolsa
International Bank Limited and is a wholly-owned subsidiary
of Lloyds;

(3)LBI is a bank licensed under the Banking Ordinance and
carries on the business of banking in Hong Kong and
elsewhere;

(4)Lloyds carries on the business of banking in the United
Kingdom and elsewhere;

(5)for the better conduct of the business of the Lloyds group of
companies, it is expedient that Provision be made for the
fusion of undertakings by which that business is carried on by
vesting in Lloyds the undertaking of LBI and that that fusion
of undertakings should be effected without interference with
the conduct and continuity of that business;

(6)The Lloyds Bank (Merger) Act 1985 makes provision for such
fusion;

(7)it is expedient that provision be made for the effecting of such
fusion in Hong Kong:

1. This Ordinance may be cited as the Lloyds Bank (Merger)
Ordinance.

2. (1) In this Ordinance, unless the subject or context otherwise
requires

'appointed day' means

(a)the day appointed for the general purposes of the UK Act
under section 3 thereof, or

(b)in relation to any part of the undertaking, the day appointed
under section 3 of the UK Act for that part;





'customer' means any person having a banking account or other dealing,
transaction or arrangement with LBI or, as the case may be, Lloyds;

'existing'' means existing, outstanding or in force immediately before the
appointed day;

'LBI' means Lloyds Bank International Limited;

'liabilities' includes duties and obligations of every description (whether
present or future, actual or contingent);

1 means 97 Lloyds Bank Plc; Limited 2nd 2

'property' means property and assets of every description and rights of every
description (whether present or future, actual or contingent), and includes
property held on trust and securities, benefits and powers of every
description;

'security' includes a mortgage or charge (whether legal or equitable), debenture,
bill of exchange, promissory note, guarantee, lien, pledge (whether actual
or constructive), hypothecation, assignment by way of security,
indemnity, right of set-off, undertaking or other means of securing
payment or discharge of a liability (whether present or future, actual or
contingent),.

'UK Act' means the Lloyds Bank (Merger) Act 1985;

'the undertaking' means the business and all existing property and liabilities of
LBI of whatsoever nature, except documents required to be kept by LBI
pursuant to the provisions of the Companies Acts 1948 to 1983 (as
defined in the Companies (Beneficial Interests) Act 1983);

'will' includes a codicil and any other testamentary writing.

(2) In sections 8, 9, 10 and 11 the appointed day is the day
appointed for the general purposes of the UK Act.

(3) Any reference in this Ordinance to property or liabilities of LBI is a
reference to property or liabilities to which LBI is for the time being entitled or
subject (whether beneficially or in any fiduciary capacity), wherever such
property or liabilities are situated or arise and whether or not capable of being
transferred or assigned by LBI, and whether LBI is entitled or subject to the
property or liabilities under the law of Hong Kong or under the law of any
country or territory outside Hong Kong.

3. Lloyds shall give notice in the Gazette of the day appointed as the
appointed day for the general purposes of the UK Act under section 3
thereof.

4. It is declared that-

(a)subject to paragraph (b), on the appointed day for the general
purposes of the UK Act, the undertaking shall, by virtue of the UK
Act and without further assurance, be deemed for the purposes of
Hong Kong law to have vested in Lloyds as if in all respects Lloyds
were the same person in law as LBI;





(b)if, pursuant to section 4(3) of the UK Act, Lloyds appoints a
day for the vesting of any part of the undertaking which is
later than the appointed day for the general purposes of the
UK Act, that part of the undertaking shall, by virtue of the UK
Act and without further assurance, be deemed for the
purposes of Hong Kong law to have vested in Lloyds on such
later day.

5. (1) Any property deemed to be vested in Lloyds by virtue of this
Ordinance which immediately before the appointed day was held by LBI,
whether alone or jointly with any other person, as trustee or custodian
trustee of any trust deed, settlement, covenant, agreement or will
(whether originally so appointed or not, and whether appointed under
hand or seal, or by order of any court), or as executor of the will, or
administrator of the estate, of a deceased person or as judicial trustee
appointed by order of any court, or in any other fiduciary capacity, shall,
on and from the appointed day, be held by Lloyds alone or. as the case
may be, jointly with such other person, in the same capacity upon the
trusts, and with and subject to the powers,* provisions and liabilities,
applicable thereto respectively.

(2) Any existing instrument or order of any court under or by virtue
of which (whether alone or by the operation of the Lloyds Bolsa
International Bank Act 1972) any property became vested in LBI in any
such fiduciary capacity as is referred to in subsection (1) (including in
the case of a will any grant of probate thereof), and any provision in
such instrument or order, or any existing contract or arrangement, for the
payment to, or retention by, LBI of remuneration for its services in any
such fiduciary capacity, shall, on and from the appointed day, be
construed and have effect, so far as the context permits, as if for any
reference therein (whether original or by the operation of the Lloyds
Bolsa International Bank Act 1972) to LBI, other than a reference
(however worded and whether express or implied) to terms and
conditions of LBI or to a scale of fees of LBI, there were substituted a
reference to Lloyds.

(3) No testamentary gift shall be adeemed by reason only of the
operation of any of the provisions of this Ordinance.

6. Without prejudice to the generality of the foregoing provisions
but subject to any provision of this Ordinance to the contrary effect, the
following provisions of this section shall have effect with respect to
matters within Hong Kong or subject to the laws of Hong Kong

(a)Every contract to which LBI is a party (whether in writing or
not) shall have effect on and from the appointed day as i if

(i) Lloyds had been a party thereto instead of LBI;

(ii) for any reference (however worded and whether express
or implied) to LBI there were substituted, as respects anything
falling to be done on or after the appointed day, a reference to
Lloyds;





(iii) any reference (however worded and whether
express or implied) to the directors or to any director,
officer or employee of LBI were, as respects anything
falling to be done on or after the appointed day, a reference
to the directors of Lloyds or, as the case may require, to
such director, officer or employee of Lloyds as Lloyds may
appoint for that purpose or, in default of appointment, to
the director, officer or employee of Lloyds who cor-
responds as nearly as may be to the first-mentioned direc-
tor, officer or employee; and
(iv) where the contract relates to property or liabilities
which are for the time being only partly vested in Lloyds,
the contract, to the extent to which it is enforceable by and
against LBI, constituted two separate contracts, one of
which is enforceable by and against Lloyds as regards the
part of the property or liabilities so vested in it and not as
regards the other part, and the other of which is enforcea-
ble by and against LBI as regards the part of the property
or liabilities not so vested in Lloyds and not as regards the
other part.
(b)Paragraph (a)(ii) and (iii) shall apply to any statutory
provision, to any provision of any existing contract to
which LBI was not a party and to any provision of any
other existing document (not being a contract or a will) as
they apply to a contract to which that paragraph applies:
Provided that those sub-paragraphs shall not apply to
any existing authorization or exemption under any enact-
ment regulating the carrying on of the business of LBI.
(e)Any account between LBI and a customer shall, on the
appointed day, become an account between Lloyds and the
customer subject to the same conditions and incidents as
theretofore; and such account shall be deemed for all
purposes to be a single continuing account:
Provided that nothing in this Ordinance shall affect
any right of Lloyds or of the customer to vary the
conditions or incidents subject to which any account is
kept.
(d)Any existing instruction, order, direction, mandate, power
of attorney, authority, undertaking or consent given to
LBI (whether in writing or not and whether or not in
relation to an account) shall have effect, on and from the
appointed day, as if given to Lloyds.
(e)Any negotiable instrument or order for payment of money
drawn on or given to, or accepted or endorsed by, LBI, or
payable at any place of business of LBI, whether so drawn,
given, accepted or endorsed before, on or after the ap-
pointed day, shall have the same effect on and from the
appointed day, as if it had been drawn on, or given to, or
accepted or endorsed by Lloyds, or were payable at the
same place of business of Lloyds.





(f)The custody of any document or record, goods or other
thing held by LBI as bailee shall pass to Lloyds on the
appointed day, and the rights and obligations of LBI under
any contract of bailment relating to any such document or
record, goods or thing shall on that day become rights and
obligations of Lloyds.

(g) (i) Any security held immediately before the appointed
day by LBI, or by a nominee or agent of or trustee for LBI,
as security for the payment or discharge of any liability shall,
on and from the appointed day, be held by, or, as the case
may require, by that nominee, agent or trustee for, Lloyds,
and be available to Lloyds (whether for its own benefit or,
as the case may be, for the benefit of any other person) as
security for the payment or discharge of that liability;
(ii) in relation to any security vested in Lloyds in
accordance with the provisions of this Ordinance and any
liabilities thereby secured, Lloyds shall be entitled to the
rights and priorities and be subject to the obligations and
incidents to which LBI would have been entitled and
subject if it had continued to hold the security;
(iii) without prejudice to the generality of sub-
paragraph (ii), in any case where any existing liability
subsists between LBI and Lloyds in respect of which LBI
or Lloyds, or a nominee or agent of or trustee for LBI or
Lloyds, holds security, that liability shall, for the purpose
of enforcing or realizing that security, be deemed to
continue in effect notwithstanding the vesting in Lloyds of
the undertaking or any part thereof,
(iv) any security referred to in sub-paragraph (i), (ii) or
(iii) and which extends to future advances or liabilities
shall, on and from the appointed day, be available to
Lloyds (whether for its own benefit or, as the case may be,
for the benefit of any other person) as security for the
payment or discharge of future advances and future liabili-
ties to the same extent and in the same manner in all
respects as future advances by, or liabilities to, LBI or,' as
the case may be, Lloyds were secured thereby immediately
before that day.

(h)Where by virtue of this Ordinance any right or liability of
LBI is deemed to become a right or liability of Lloyds,
Lloyds and all other persons shall, on and from the
appointed day, have the same rights, powers and remedies
(and in particular the same rights and powers as to taking
or resisting legal proceedings or making or resisting appli-
cations to any authority) for ascertaining, perfecting or
enforcing that right or liability as if it had at all times been
a right or liability of Lloyds; and any legal proceedings or
application to any authority existing or pending immedi-
ately before the appointed day by or against LBI may be
continued by or against Lloyds.





(i)Any judgment or award obtained by or against LBI and
not fully satisfied before the appointed day shall on that
day, to the extent to which it is enforceable by or against
LBI, become enforceable by or against Lloyds.

7. (1) Section 6(a) shall apply to a contract for the employ-
ment of any person by LBI; and employment with LBI and Lloyds
under any such contract shall be deemed for all purposes to be a
single continuing employment.

(2) No director, secretary or auditor of LBI shall by virtue
only of this Ordinance become a director, secretary or, as the case
may be, auditor of Lloyds.

8. (1) The trust deeds and rules constituting or relating to
the fund established in Hong Kong and known as the Lloyds Bank
International Limited Staff Provident Fund shall, on and from the
appointed day, be construed and have effect, so far as the context
permits, as if for any reference therein to LBI there were substituted
a reference to Lloyds.

(2) No officer or employee of LBI who becomes an officer or
employee of Lloyds by virtue of this Ordinance shall by virtue of this
Ordinance be entitled to participate in any pension fund of Lloyds,
and no existing officer or employee of Lloyds shall, by virtue of this
Ordinance, be entitled to participate in any pension fund of LBI or
the Lloyds Bank International Limited Staff Provident Fund.

9. (1) All books and other documents which would, before
the appointed day, have been evidence in respect of any matter for or
against LBI shall be admissible in evidence in respect of the same
matter for or against Lloyds.

(2) In this section 'documents' has the same meaning as in
section 55 of the Evidence Ordinance.

10. (1) On and from the appointed day Part III of the
Evidence Ordinance shall apply to the banker's records of LBI
deemed to be vested in Lloyds by virtue of this Ordinance, and to
entries made in those records before the appointed day, as if such
records were the records of Lloyds.

(2) For the purposes of section 20 of the Evidence Ordinance,
banker's records which are deemed to have become the banker's
records of Lloyds by virtue of this Ordinance shall be deemed to
have been the ordinary banker's records of Lloyds at the time of the
making of any entry therein which purports to have been made
before the appointed day, and any such entry shall be deemed to
have been made in the usual and ordinary course of business.

(3) In this section 'banker's records' shall be construed in
accordance with section 2 of the Evidence Ordinance.

11. (1) The production of a Government Printer's copy of
this Ordinance shall, for all purposes. be conclusive evidence of the





vesting of any property and liabilities of LBI in Lloyds in accordance
with the provisions of this Ordinance.

(2) Without prejudice to the generality of subsection (1)-

(a)any document made or executed on or after the appointed
day, whereby Lloyds or LBI, whether alone or jointly with any
other person, conveys or transfers, or purports to convey or
transfer, to any person (whether for consideration or not), or
applies to be registered as the holder or proprietor of, any
property held by LBI immediately before the appointed day,
whether alone or jointly with any other person, shall be
sufficient evidence that the interest of LBI in that property

(i) in the case of such a document referring to the property
as property held by Lloyds, is deemed to be vested in Lloyds
under this Ordinance; and

(ii) in the case of such a document referring to the property
as property held by LBI, is not deemed to be vested in Lloyds
under this Ordinance;

(b)where there is any other transaction by Lloyds or LBI on or
after the appointed day in connection with, or in relation to,
any property or liabilities which are property or liabilities of
LBI immediately before that day, it shall be deemed in favour
of any other party to the transaction, or any person claiming
through or under him, that Lloyds or, as the case may be, LBI
has full power and authority for that transaction as if

(i) in the case of a transaction by Lloyds, the property or
liabilities were deemed to be vested in it under this Ordinance;
and

(ii) in the case of a transaction by LBI, the property or
liabilities were not deemed to be vested in Lloyds under this
Ordinance;

(c)a joint certificate given by or on behalf of LBI and Lloyds,
whether given before, on or after the appointed day, that any
property or liabilities specified in the certificate is or is not at
the date so specified deemed to be vested in Lloyds under
this Ordinance, shall be conclusive evidence for all purposes
of the fact so certified;

(d)nothing in paragraphs (b) and (c) affects the liability of LBI or
Lloyds to the other of them in respect of anything done, or
purporting to have been done, by either of them in connexion
with, or in relation to, any property or liabilities;

(e)in this section 'convey' includes mortgage, charge, lease,
assent, vest by way of vesting declaration or vesting
instrument, disclaim, release or otherwise assure.

12. The deemed vesting of an interest in land by or under this
Ordinance shall not





(a)constitute a purchase or creation of that interest for the
purposes of section 1191E(2) of the Landlord and Tenant
(Consolidation) Ordinance;

(b)constitute an assignment, transfer, devolution, alienation,
parting with possession, dealing with or other disposition of
that interest for the purposes of any provision contained in
any instrument concerning that interest;

(c) give rise to any forfeiture;

(d) invalidate or discharge any contract or security; or

(e)operate so as to merge any leasehold interest in the reversion
expectant on it.

13. Nothing in this Ordinance shall exempt Lloyds or LBI or any
other subsidiary of Lloyds from the provisions of any enactment
regulating the carrying on of the business of any of them.

14. Nothing in this Ordinance shall prejudice the powers of Lloyds
to alter its memorandum and articles of association or to dispose of, or
deal with, its assets or to carry on or discontinue any part of its
business., and nothing in this Ordinance shall prejudice the powers of
LBI to dispose of, or deal with, its assets before the appointed day.

15. Nothing in this Ordinance shall affects or be deemed to affect
the rights of Her Majesty the Queen, Her Heirs or Successors, or the
rights of any body politic or corporate or of any other persons except
such as are mentioned in this Ordinance and those claiming by, from or
under them.
Originally 43 of 1985 Preamble Short title Interpretation Notice of appointed day Recognition of vesting of LBI's undertaking in Lloyds Trust property and wills Supplementary provisions Contracts of employment Pensions Evidence: books and documents Part III of Evidence Ordinance Evidence of vesting Interests in lands Saving for enactments concerning banking institutions Saving for companies Saving

Originally 43 of 1985 Preamble Short title Interpretation Notice of appointed day Recognition of vesting of LBI's undertaking in Lloyds Trust property and wills Supplementary provisions Contracts of employment Pensions Evidence: books and documents Part III of Evidence Ordinance Evidence of vesting Interests in lands Saving for enactments concerning banking institutions Saving for companies Saving

https://oelawhk.lib.hku.hk/items/show/3615

1964

v27

1137

10