| To provide for the vesting in Lloyds Bank Plc of the undertaking of Lloyds Bank International Limited; and for other related purposes. (Enacted 1985) [12 July 1985] (Originally 43 of 1985) Cap 1137 Preamble WHEREAS- (1) Lloyds Bank Plc (hereinafter called "Lloyds") is a public company incorporated under the Companies Act 1862 (1862 c. 89 U.K.) 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 (1967 c. 81 U.K.)) 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 (Cap 155) 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 (1985 c. ix U.K.) makes provision for such fusion; (7) it is expedient that provision be made for the effecting of such fusion in Hong Kong: (Enacted 1985) Cap 1137 s 1 Short title (1) This Ordinance may be cited as the Lloyds Bank (Merger) Ordinance. (Enacted 1985) Cap 1137 s 2 Interpretation (1) In this Ordinance, unless the subject or context otherwise requires- "appointed day" (指定日期) 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" (客户) means any person having a banking account or other dealing, transaction or arrangement with LBI or, as the case may be, Lloyds; "existing" (现有) means existing, outstanding or in force immediately before the appointed day; "LBI" (劳合国际) means Lloyds Bank International Limited; "liabilities" (法律责任) includes duties and obligations of every description (whether present or future, actual or contingent); "Lloyds" (劳合银行) means Lloyds Bank Plc; "property" (财产) 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" (抵押) 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" (英国法令) means the Lloyds Bank (Merger) Act 1985 (1985 c. ix U.K.); "the undertaking" (业务) 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 (1983 c. 50 U.K.)); "will" (遗嘱) 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. (Enacted 1985) Cap 1137 s 3 Notice of appointed day 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. (Enacted 1985)____________________________________________________________________________________________ Note: * Appointed day: 1 January 1986. Cap 1137 s 4 Recognition of vesting of LBI's undertaking in Lloyds 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. |
