Victorian Legislation and Parliamentary Documentsi
Version No. 001
The Bank of Adelaide (Merger) Act 1980
Act No. 9430/1980
Version as at 24 February 2003
TABLE OF PROVISIONS
Section Page
Short title and commencement 2
Definitions 2
Act to bind Crown 4
Vesting of undertakings of merging trading banks and merging
savings banks 4
Transitional provision 5
Further transitional provision 6
Assignment and Subletting of Leases 7
Continuity of legal proceedings 8
Evidence 9
Officers and employees 9
═══════════════
ENDNOTES 10
General Information 10
Table of Amendments 11
Explanatory Details 12
Victorian Legislation and Parliamentary Documents1
Version No. 001
The Bank of Adelaide (Merger) Act 1980
Act No. 9430/1980
Version as at 24 February 2003
An Act to supplement The Bank of Adelaide (Merger) Act 1980
of the State of South Australia which provides for the transfer to
Australia and New Zealand Banking Group Limited of the
undertaking of The Bank of Adelaide and for the transfer to
Australia and New Zealand Savings Bank Limited of the
undertaking of The Bank of Adelaide Savings Bank Limited and
for other purposes.
Preamble
WHEREAS The Bank of Adelaide became a
wholly owned subsidiary of the Australia and New
Zealand Banking Group Limited in pursuance of a
scheme of arrangement under the provisions of the
Companies Act 1962 of the State of South
Australia having effect from the thirtieth day of
November One thousand nine hundred and
seventy-nine:
AND WHEREAS The Bank of Adelaide Savings
Bank Limited is a wholly owned subsidiary of The
Bank of Adelaide and Australia and New Zealand
Savings Bank Limited is a wholly owned
subsidiary of Australia and New Zealand Banking
Group Limited:
AND WHEREAS it is expedient in the interests of
efficiency in banking that the banking business
conducted by The Bank of Adelaide should be
transferred to Australia and New Zealand Banking
Group Limited and the banking business conducted
by The Bank of Adelaide Savings Bank Limited
should be transferred to the Australia and New
Zealand Savings Bank Limited and that the
transfers be effected by Act of Parliament:
Victorian Legislation and Parliamentary DocumentsAct No. 9430/1980
The Bank of Adelaide (Merger) Act 1980
2
AND WHEREAS by The Bank of Adelaide
(Merger) Act 1980 of the State of South Australia
provision is made for the vesting in Australia and
New Zealand Banking Group Limited of the
undertaking of The Bank of Adelaide and for the
vesting in Australia and New Zealand Savings
Bank Limited of the undertaking of The Bank of
Adelaide Savings Bank Limited:
AND WHEREAS to vest the undertakings of The
Bank of Adelaide and of The Bank of Adelaide
Savings Bank Limited carried on in Victoria in
Australia and New Zealand Banking Group
Limited and Australia and New Zealand Savings
Bank Limited respectively it is expedient to enact
the provisions set out herein:
BE IT THEREFORE ENACTED by the Queen's Most
Excellent Majesty by and with the advice and consent of the
Legislative Council and the Legislative Assembly of Victoria
in this present Parliament assembled and by the authority of
the same as follows (that is to say):
Short title and commencement
(1) This Act may be cited as The Bank of Adelaide
(Merger) Act 1980.
(2) This Act shall be deemed to have come into
operation on 1 October 1980.
Definitions
"the appointed day" means the day of coming
into operation of this Act;
"ANZ" means Australia and New Zealand
Banking Group Limited;
"ANZ Savings Bank" means Australia and New
Zealand Savings Bank Limited;
"BOA" means The Bank of Adelaide;
s. 1
Victorian Legislation and Parliamentary DocumentsAct No. 9430/1980
The Bank of Adelaide (Merger) Act 1980
3
"BOA Savings Bank" means The Bank of
Adelaide Savings Bank Limited;
"excluded assets" means—
(a) documents required to be kept by BOA
or BOA Savings Bank pursuant to the
Companies Act 1961 or otherwise by
law; and
(b) land held, immediately before the
appointed day, by BOA or BOA
Savings Bank otherwise than by way of
security;
"instrument" means an instrument (other than
this Act) that creates, evidences, modifies, or
extinguishes rights or liabilities and includes
any judgment, order or process of a court;
"land" includes an estate or interest in land, or an
interest in respect of land;
"legal proceedings" includes an arbitration;
"liabilities" includes duties and obligations;
"the merging trading banks" means BOA and
ANZ;
"the merging savings banks" means BOA
Savings Bank and ANZ Savings Bank;
"property" means real and personal property;
"rights" includes powers and privileges;
"security" means a mortgage or charge (whether
legal or equitable), debenture, bill of
exchange, promissory note, guarantee, lien,
pledge or other security for the payment of
money or for the discharge of an actual or
contingent obligation or liability;
s. 2
Victorian Legislation and Parliamentary DocumentsAct No. 9430/1980
The Bank of Adelaide (Merger) Act 1980
4
"transferred employee" means an officer or
employee of BOA who becomes an officer
or employee of ANZ in pursuance of this
Act;
"undertaking" in relation to BOA or BOA
Savings Bank means—
(a) all property of the relevant bank (apart
from excluded assets); and
(b) all rights and liabilities of the relevant
bank (apart from rights and liabilities
relating to excluded assets).
3. Act to bind Crown
This Act binds the Crown.
4. Vesting of undertakings of merging trading banks
and merging savings banks
(1) On the appointed day—
(a) the undertaking of BOA is vested in ANZ;
and
(b) the undertaking of BOA Savings Bank is
vested in ANZ Savings Bank.
(2) On and after the appointed day—
(a) a reference to BOA in any instrument made
or executed before that day shall (except to
the extent that the instrument relates to an
excluded asset and unless the context
otherwise requires) be read and construed as
a reference to ANZ; and
(b) a reference to BOA Savings Bank in any
instrument made or executed before that day
shall (except to the extent that the instrument
relates to an excluded asset and unless the
context otherwise requires) be read and
construed as a reference to ANZ Savings
Bank.
s. 3
Victorian Legislation and Parliamentary DocumentsAct No. 9430/1980
The Bank of Adelaide (Merger) Act 1980
5
(3) Without prejudice to the generality of the
preceding provisions of this section and
notwithstanding anything to the contrary in any
Act or law, where, by virtue of The Bank of
Adelaide (Merger) Act 1980 of the State of South
Australia or this Act, any land under the operation
of the Transfer of Land Act 1958 is vested in
ANZ or in ANZ Savings Bank (as the case may
be)—
(a) ANZ shall be deemed to be the registered
proprietor of any such land of which BOA is
the registered proprietor; and
(b) ANZ Savings Bank shall be deemed to be
the registered proprietor of any such land of
which BOA Savings Bank is the registered
proprietor—
and the land may be dealt with accordingly.
5. Transitional provision
Without prejudice to the generality of other
provisions of this Act the following provisions
shall have effect on and after the appointed day—
(a) an instruction, mandate or authority given to
BOA and subsisting on the appointed day
shall be deemed to have been given to ANZ;
(b) a security held by BOA as security for a debt
or other liability owed to BOA shall be
available to ANZ as security for the
discharge of that debt or liability and, where
the security extends to future debts or
liabilities, shall be available as security for
debts or liabilities owed to ANZ and incurred
on or after the appointed day; and in relation
to a security ANZ shall be entitled to all the
rights and priorities and shall be subject to
all liabilities to which BOA would have been
s. 5
Victorian Legislation and Parliamentary DocumentsAct No. 9430/1980
The Bank of Adelaide (Merger) Act 1980
6
entitled or subject if this Act had not been
passed;
(c) all the rights and obligations of BOA as
bailee of documents or chattels shall be
transferred to and assumed by ANZ;
(d) a negotiable instrument or order for payment
of money which is drawn on or given to or
accepted or endorsed by BOA or payable at
any place of business of BOA shall have the
same effect on and after the appointed day as
if it had been drawn on or given to or
accepted or endorsed by ANZ or was
payable at the place of business of ANZ
nearest to the place at which it would have
been payable if this Act had not been passed;
(e) no legal proceedings commenced before the
appointed day by or against BOA shall abate
or be otherwise prejudiced by reason of this
Act.
6. Further transitional provision
Without prejudice to the generality of other
provisions of this Act the following provisions
shall have effect on and after the appointed day—
(a) an instruction, mandate or authority given to
BOA Savings Bank and subsisting on the
appointed day shall be deemed to have been
given to ANZ Savings Bank;
(b) a security held by BOA Savings Bank as
security for a debt or other liability owed to
BOA Savings Bank shall be available to
ANZ Savings Bank as security for the
discharge of that debt or liability and, where
the security extends to future debts or
liabilities, shall be available as security for
debts or liabilities owed to ANZ Savings
Bank and incurred on or after the appointed
s. 6
Victorian Legislation and Parliamentary DocumentsAct No. 9430/1980
The Bank of Adelaide (Merger) Act 1980
7
day; and in relation to a security ANZ
Savings Bank shall be entitled to all the
rights and priorities and shall be subject to
all liabilities to which BOA Savings Bank
would have been entitled or subject if this
Act had not been passed;
(c) all the rights and obligations of BOA
Savings Bank as bailee of documents or
chattels shall be transferred to and assumed
by ANZ Savings Bank;
(d) a negotiable instrument or order for payment
of money which is drawn on or given to or
accepted or endorsed by BOA Savings Bank
or payable at any place of business of BOA
Savings Bank shall have the same effect on
and after the appointed day as if it had been
drawn on or given to or accepted or endorsed
by ANZ Savings Bank or was payable at the
place of business of ANZ Savings Bank
nearest to the place at which it would have
been payable if this Act had not been passed;
(e) no legal proceedings commenced before the
appointed day by or against BOA Savings
Bank shall abate or be otherwise prejudiced
by reason of this Act.
7. Assignment and Subletting of Leases
(1) Where, under the provisions of a lease, licence or
other agreement, BOA or BOA Savings Bank has
rights in respect of the occupation or use of land,
those rights may, notwithstanding that there has
been no assignment, transfer, underletting or other
disposition by BOA or BOA Savings Bank, be
exercised by ANZ or ANZ Savings Bank.
s. 7
Victorian Legislation and Parliamentary DocumentsAct No. 9430/1980
The Bank of Adelaide (Merger) Act 1980
8
(2) For the purposes of a lease, licence or other
agreement relating to the occupation or use of
land, BOA or BOA Savings Bank does not part
with possession of land by permitting ANZ or
ANZ Savings Bank to exercise rights under sub-
section (1) in respect of the land.
8. Continuity of legal proceedings
(1) While BOA remains a subsidiary of ANZ—
(a) where either of the merging trading banks is
served with a document the other shall be
deemed to have been served as well;
(b) legal proceedings that have been commenced
by or against either of the merging trading
banks may be continued by or against the
other; and
(c) a judgment or order obtained by or against
either of the merging trading banks may be
enforced by or against the other.
(2) While BOA Savings Bank remains a subsidiary of
ANZ—
(a) where either of the merging savings banks is
served with a document the other shall be
deemed to have been served as well;
(b) legal proceedings that have been commenced
by or against either of the merging savings
banks may be continued by or against the
other; and
(c) a judgment or order obtained by or against
either of the merging savings banks may be
enforced by or against the other.
s. 8
Victorian Legislation and Parliamentary DocumentsAct No. 9430/1980
The Bank of Adelaide (Merger) Act 1980
9
9. Evidence
A document that could, before the appointed day,
have been given evidence for or against the
interests of BOA or BOA Savings Bank may, on
or after the appointed day, be given in evidence
for or against the interests of ANZ or ANZ
Savings Bank.
10. Officers and employees
Notwithstanding any other provision of this Act––
(a) on the appointed day each employee of BOA
shall become an employee of ANZ on terms
and conditions identical with the terms and
conditions of his former employment with
BOA and with the benefit of all rights
accrued in respect of his employment;
(b) The Bank of Adelaide Provident Fund
established pursuant to deed of trust dated
the twenty-fifth day of July One Thousand
nine hundred and eighteen shall continue in
existence for the benefit of transferred
employees and their dependants until
terminated pursuant to the rules governing
the said fund;
(c) a transferred employee acquires no rights in
respect of a pension scheme provident fund
or officer guarantee fund of ANZ existing
before the appointed day;
(d) a director, secretary or auditor of BOA or
BOA Savings Bank does not by virtue of this
Act become a director, secretary or auditor
of ANZ of ANZ Savings Bank.
═══════════════
s. 9
Victorian Legislation and Parliamentary DocumentsAct No. 9430/1980
The Bank of Adelaide (Merger) Act 1980
10
ENDNOTES
General Information
The Bank of Adelaide (Merger) Act 1980 was assented to on 30 September
1980 and came into operation on 1 October 1980: section 1(2).
Endnotes
Victorian Legislation and Parliamentary DocumentsAct No. 9430/1980
The Bank of Adelaide (Merger) Act 1980
11
2. Table of Amendments
There are no amendments made to The Bank of Adelaide (Merger) Act
1980 by Acts and subordinate instruments.
Endnotes
Victorian Legislation and Parliamentary DocumentsAct No. 9430/1980
The Bank of Adelaide (Merger) Act 1980
12
3. Explanatory Details
No entries at date of publication.
Endnotes