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8 Office-holders
No director, secretary or auditor of HSBC Investment Bank shall by virtue only of this Act become a director, secretary or, as the case may be, auditor of a successor bank.
9 Retirement benefits schemes
| (1) | In this section “retirement benefits scheme” has the same meaning as in section 611 of the Income and Corporation Taxes Act 1988 (c. 1).
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| (2) | No retirement benefits scheme under which HSBC Investment Bank or a successor bank is the sole employer, the principal employer or a participating employer shall by reason only of the operation of any of the provisions of this Act be terminated or wound-up, in whole or in part.
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| (3) | In respect of an officer or employee of HSBC Investment Bank or a successor bank, no right to participate in or to qualify himself or any of his dependants to receive benefits under, and no pensionable service for the purposes of, a retirement benefits scheme—
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| (a) | under which HSBC Investment Bank or a successor bank is the sole employer, the principal employer or a participating employer, and
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| (b) | of which the officer or employee is a member immediately before the appointed day,
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| | shall be terminated, interrupted or otherwise affected by reason only of the operation of any of the provisions of this Act. |
| (4) | The trust deeds, rules and other documents and instruments constituting, governing or otherwise relating to any retirement benefits scheme to which the provisions of this section apply shall have effect subject to and in accordance with the provisions of this section.
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10 Evidence of transfer
| (1) | The production of a Queen's Printer's copy of this Act or a photocopy thereof, and such evidence of publication of notice of the appointed day as is specified in subsection (3) of section 4 (Appointed day) of this Act, shall, for all purposes, be conclusive evidence of the transfer to, and vesting in, the relevant successor bank of the investment banking business or the private banking business, as the case may be, in accordance with the provisions of this Act.
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| (2) | Without prejudice to the generality of subsection (1) above, any such copy of this Act shall, in relation to any registered securities within the meaning of the Stock Transfer Act 1963 (c. 18) transferred to, and vested in, a successor bank by virtue of this Act, operate for all the purposes of the said Act of 1963 as a duly executed stock transfer in respect of the transfer of such securities from HSBC Investment Bank to the relevant successor bank.
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| (3) | Without prejudice to the generality of subsection (1) above—
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| (a) | any document made or executed on or after the appointed day whereby a successor bank, whether alone or jointly with any other person—
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| (i) | conveys, or transfers, or purports to convey or transfer, to any person (whether for consideration or not), or
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| (ii) | applies to be registered as the holder or proprietor of,
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| | any property held by HSBC Investment Bank immediately before the appointed day, whether alone or jointly with any other person, shall be sufficient evidence that the interest of HSBC Investment Bank in that property has been transferred to the relevant successor bank, alone or jointly, under this Act; and |
| (b) | where there is any other transaction by a successor bank on or after the appointed day in connection with, or in relation to, any property or liability which was property or a liability of HSBC Investment Bank immediately before the appointed day, it shall be deemed in favour of—
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| (i) | any other party to the transaction, or
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| (ii) | any person claiming through or under him,
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| | that the relevant successor bank has full power and authority to enter into that transaction as if the property or liability had been transferred to, and vested in, it under this Act. |
| (4) | Without prejudice to the generality of subsection (1) above—
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| (a) | any document made or executed on or after the appointed day whereby HSBC Investment Bank, whether alone or jointly with any other person—
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| (i) | conveys or transfers, or purports to convey or transfer, to any person (whether for consideration or not), or
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| (ii) | applies to be registered as the holder or proprietor of,
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| | any property held by it immediately before the appointed day, whether alone or jointly with any other person, shall be as effective as if that property had been conveyed, transferred or registered by the relevant successor bank; and |
| (b) | where there is any other transaction by HSBC Investment Bank on or after the appointed day in connection with, or in relation to, any property or liability which was property or a liability of HSBC Investment Bank immediately before the appointed day, that transaction shall be as effective as if it had been a transaction by the relevant successor bank.
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| (5) | A certificate given by or on behalf of a relevant successor bank at any time before the dissolution of HSBC Investment Bank and whether given before, on or after the appointed day, or a certificate given by or on behalf of a relevant successor bank after the dissolution of HSBC Investment Bank that any property or liability of HSBC Investment Bank specified in the certificate will transfer to, and vest in, or has transferred to, and vested in, the relevant successor bank under this Act shall be conclusive evidence for all purposes of the fact so certified.
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| (6) | Nothing in this section affects the liability of HSBC Investment Bank or the relevant successor bank to the other of them in respect of anything done, or purported to have been done, by either of them in connection with, or in relation to, any property or liabilities.
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11 Dissolution of HSBC Investment Bank plc
| (1) | HSBC Investment Bank shall by virtue of this Act be dissolved on the day on which, in pursuance of a request made by or on behalf of HSBC Investment Bank Holdings at any time after the appointed day, the registrar of companies strikes HSBC Investment Bank off the register.
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| (2) | Notwithstanding section 654 of the Companies Act 1985 (c. 6) (property of a dissolved company), on the day on which HSBC Investment Bank is struck off the register under subsection (1) above all seals and documents of or relating to HSBC Investment Bank not transferred to, and vested in, the relevant successor bank on the appointed day shall, by virtue of this Act, be transferred to, and vested in, HSBC Bank and, where required to be kept at a place in England, shall be kept by HSBC Bank at such a place.
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12 Evidence: documents
All documents which would, before the appointed day, have been evidence in respect of any matter for or against HSBC Investment Bank shall be admissible in evidence in respect of the same matter for or against the relevant successor bank.
13 Application of Bankers' Books Evidence Act 1879
| (1) | In this section “books” shall be construed in accordance with section 9(2) of the Bankers' Books Evidence Act 1879 (c. 11).
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| (2) | On and from the appointed day the said Act of 1879 shall apply to the books of HSBC Investment Bank transferred to, and vested in, a successor bank by virtue of this Act, and to entries made in those books before the appointed day, as if such books were books of the relevant successor bank.
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| (3) | For the purposes of section 4 of the said Act of 1879, books so transferred to a successor bank shall be deemed to have been the ordinary books of the relevant successor bank 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.
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14 Savings in respect of transfers of property
| (1) | The transfer of any property or liability by virtue of this Act shall not—
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| (a) | constitute a purchase or creation of an interest in land for the purposes of section 30(2) of the Landlord and Tenant Act 1954 (c. 56) or constitute a relevant disposal within the meaning of section 4 of the Landlord and Tenant Act 1987 (c. 31) for the purposes of that Act; or
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| (b) | constitute an assignment, transfer, devolution, alienation, parting with possession or other disposition of or dealing with property or of an interest in property for the purposes of any provision in any instrument, contract or order of any court concerning that property or that interest; or
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| (c) | give rise to any forfeiture; or
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| (d) | invalidate or discharge any contract, security interest or other thing; or
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| (e) | require further registration in respect of any security interest; or
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| (f) | cause or enable the benefit of any contract, permission, licence or privilege enjoyed by HSBC Investment Bank or the relevant successor bank to be lost or surrendered or otherwise affected, or require the disposal by HSBC Investment Bank or the relevant successor bank of any interest, otherwise than as provided for in this Act; or
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| (g) | relieve any person under an obligation to HSBC Investment Bank of a corresponding obligation to the relevant successor bank; or
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| (h) | constitute a breach of, or default under, or require any obligation to be performed sooner or later than would have otherwise been the case under, any contract or instrument to which the relevant successor bank or HSBC Investment Bank is a party or by which it is bound; or
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| (i) | allow any party to any contract to which the relevant successor bank or HSBC Investment Bank is a party to terminate that contract when he would not otherwise have been able to terminate it; or
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| (j) | operate so as to merge any leasehold interest in the reversion expectant on it; or
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| (k) | entitle any party to any contract to which the relevant successor bank or HSBC Investment Bank is a party to vary the terms of that contract when he would not otherwise have been able to vary those terms or confer a right or benefit on him which he would not otherwise have had; or
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| (l) | confer any greater or lesser rights or benefits, or impose any greater or lesser obligations, on any party to any contract to which HSBC Investment Bank or the relevant successor bank is a party when any such greater or lesser rights, benefits or obligations would not otherwise have been conferred or imposed.
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| (2) | Paragraphs (c) to (l) of subsection (1) above shall apply to subsidiaries of HSBC Investment Bank and subsidiaries of the relevant successor bank as they apply to HSBC Investment Bank and the relevant successor bank respectively.
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15 Application to Scotland and Northern Ireland
| (1) | This Act extends to Scotland and Northern Ireland.
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| (2) | In this Act as it applies to Scotland—
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“assignment” includes an assignation;
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“bailee” includes a custodier or a holder on deposit or pledgee and “contract of bailment” includes any other contract regulating the deposit, custody, loan or hire of things;
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“convey” includes the transfer of any interest in property and the execution and delivery of any deed or other instrument or document by which any property, or any estate, interest, security or other right in or over property, is constituted, completed, disponed, assigned, transmitted or discharged;
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“debenture” includes a floating charge or any instrument containing a floating charge;
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“forfeiture” includes irritancy;
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“guarantee” includes a caution, whether proper or improper;
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“judgment” includes a decree and an extract of a document registered in the books of Council and Session which is enforceable as a writ of execution;
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“judicial trustee” includes a judicial factor;
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“land” includes heritable and leasehold property;
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“mortgage” includes a standard security, an assignation or disposition ex facie absolute and any contract qualifying the same, a bond and disposition or assignation in security, a cash credit bond and disposition or assignation in security, an assignation in security and any real right or burden of whatever kind in the nature of a security interest whether or not constituted in respect of a heritable property;
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“reversion” means the interest of a landlord in land subject to a lease or the interest of the lessee of land who is the landlord under a sublease;
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“security interest” includes an irrevocable mandate, a bond, right of retention and a right of compensation; and
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“will” includes a trust disposition and settlement and any instrument taking effect on the death of any person whereby any part of his estate is disposed of, or under which a succession thereto arises.
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| (3) | In the application of this Act to Scotland—
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| (a) | all security interests expressed to be in favour of HSBC Investment Bank transferred to the relevant successor bank by virtue of this Act shall, on and from the appointed day, have the same effect in favour of the relevant successor bank up to the maximum amounts secured thereby respectively in all respects as if they had been originally granted in favour of the relevant successor bank for such maximum amounts;
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| (b) | to enable the relevant successor bank to complete a title, if thought fit, to any property transferred to, and vested in, it by virtue of this Act, by notice of title or otherwise, or to deduce title, this Act shall be deemed to be, and may be used as, a general disposition, conveyance or, as the case may be, assignation of such property in favour of the relevant successor bank;
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| (c) | the reference in subsection (3) of section 6 (Provisions as to trust property and wills) to any will which has not been proved, shall be construed as a reference to any will in respect of which the executor has not been confirmed.
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| (4) | In the application of this Act to Northern Ireland—
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| (a) | for the reference in subsection (1) of section 2 (Interpretation) of this Act to the Law of Property Act 1925 (c. 20) there shall be substituted reference to the Conveyancing Act 1881 (c. 41);
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| (b) | the references in subsection (2) of section 10 (Evidence of transfer) of this Act to the Stock Transfer Act 1963 (c. 18) shall include a reference to the Stock Transfer Act (Northern Ireland) 1963 (c. 24 (N.I.));
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| (c) | for paragraph (a) of section 14(1) (Savings in respect of transfers of property) of this Act, there shall be substituted the following:—
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| "(a) | constitute a purchase or creation of an estate for the purposes of section 10(3) of the Business Tenancies (Northern Ireland) Order 1996 (S.I. 1996/725 (N.I. 5)); or".
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16 Costs of Act
All costs, charges and expenses preliminary to, and of and incidental to, the preparing for, obtaining and passing of this Act, or otherwise in relation thereto, shall be paid by such of HSBC Bank and HSBC Republic Bank and in such proportions as the directors of HSBC Investment Bank Holdings shall, in their sole discretion, determine.
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