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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. (Enacted 1985) Cap 1137 s 5 Trust property and wills (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 (1972 c. vi U.K.)) 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 (1972 c. vi U.K.)) 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. (Enacted 1985) Cap 1137 s 6 Supplementary provisions 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 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 corresponds as nearly as may be to the first-mentioned director, 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 enforceable 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 enactment regulating the carrying on of the business of LBI.(c) 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 appointed 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 liabilities 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 applications 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 immediately 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. (Enacted 1985) Cap 1137 s 7 Contracts of employment (1) Section 6(a) shall apply to a contract for the employment 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. (Enacted 1985) Cap 1137 s 8 Pensions (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. (Enacted 1985) Cap 1137 s 9 Evidence: books and documents (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" (文件) has the same meaning as in section 46 of the Evidence Ordinance (Cap 8). (Amended 2 of 1999 s. 6) (Enacted 1985) Cap 1137 s 10 Part III of Evidence Ordinance (1) On and from the appointed day Part III of the Evidence Ordinance (Cap 8) 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 (Cap 8), 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" (银行纪录) shall be construed in accordance with section 2 of the Evidence Ordinance (Cap 8). (Enacted 1985) Cap 1137 s 11 Evidence of vesting (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 connection with, or in relation to, any property or liabilities; (e) in this section "convey" (转易) includes mortgage, charge, lease, assent, vest by way of vesting declaration or vesting instrument, disclaim, release or otherwise assure. (Enacted 1985) Cap 1137 s 12 Interests in land The deemed vesting of an interest in land by or under this Ordinance shall not- (a) (Repealed 16 of 2004 s. 16) (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. (Enacted 1985) Cap 1137 s 13 Saving for enactments concerning banking institutions 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. (Enacted 1985) Cap 1137 s 14 Saving for companies 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. (Enacted 1985) Cap 1137 s 15 Saving Remarks: Adaptation amendments retroactively made - see 60 of 1999 s. 3 Nothing in this Ordinance shall affect or be deemed to affect the rights of the Central Authorities or the Government of the Hong Kong Special Administrative Region under the Basic Law and other laws, 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. (Enacted 1985. Amended 60 of 1999 s. 3)