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Arrangement of Clauses (Contents)

National Australia Group Europe Bill


The Bill allows for the reorganisation of the group of companies which are subsidiaries of National Australia Group Europe Limited ("NAG Europe"). NAG Europe is, in turn, a subsidiary of National Australia Bank Limited, an Australian company. It makes provision for the fusion of the undertakings of Clydesdale Bank PLC ("Clydesdale Bank") and Yorkshire Bank PLC ("Yorkshire Bank"). Clydesdale Bank and Yorkshire Bank are wholly-owned subsidiaries of NAG Europe.

Clause 3 allows the directors of Clydesdale Bank and of Yorkshire Bank jointly to appoint a day as the day on or from which the main provisions of the Act will take effect. Notice of the appointed day is to be published in the London, Edinburgh and Belfast Gazettes.

Clause 4 provides for the fusion of the undertakings of Clydesdale Bank and Yorkshire Bank on the appointed day.

Clause 5 contains provisions as to trust property and also makes provision with regard to wills referring to Yorkshire Bank.

Clause 6 contains provisions supplementary to clause 4.

Clause 7 contains provisions concerning certain office-holders.

Clause 8 makes provision in relation to retirement benefits schemes.

Clause 9 provides for the accounting treatment of the fusion effected by clause 4.

Clause 10 provides for the calculation of distributable profits or reserves of the fused entity.

Clause 11 makes provision regarding evidence of the fusion of the undertakings of Clydesdale Bank and Yorkshire Bank.

Clause 12 provides for the dissolution of the transferor company in the fusion process after the fusion of the undertakings has taken place.

Clause 13 makes provision for books and other documents of Yorkshire Bank to be admissible in evidence.

Clause 14 relates to the application of the Bankers' Books Evidence Act 1879 to the books of Yorkshire Bank.

Clause 15 prevents certain unintended consequences occurring as a result of the transfer of any property or liability as part of the fusion process.

Clause 16 contains provisions regarding application to Scotland and to Northern Ireland.

Clause 17 provides for the costs of the Act to be paid by NAG Europe.


Jane L. Shirran, Senior General Counsel to National Australia Group Europe Limited, the promoter of the Bill, has made the following statement on behalf of the company:

In my view, the provisions of the National Australia Group Europe Bill are compatible with the Convention rights.

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Prepared 31 January 2001