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15 Distributable profits or reserves of the Bank
Without prejudice to the provision of section 14 (Accounting provisions) of this Act, for the purpose of ascertaining on an appointed day what profits or reserves, if any, are capable of lawful distribution by the Bank, any profits or reserves of a transferor company relating to the appointed undertaking which were capable of lawful distribution by that transferor company at the end of its last financial year shall be deemed to have become capable of lawful distribution by the Bank immediately after that last financial year.
16 Pension scheme
| (1) | In this section “pension scheme” has the same meaning as in section 150 of the Finance Act 2004 (c. 12).
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| (2) | No pension scheme under which the Bank or a transferor company 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 a transferor company or the 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 pension scheme—
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| (a) | under which the transferor company or the 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 pension 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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17 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 an appointed day as is specified in subsection (4) of section 9 (Appointed day) of this Act shall, for all purposes, be conclusive evidence of the transfer to, and vesting in, the Bank of the relevant undertaking or relevant part of an undertaking, 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 the 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 a transferor company to the 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 an appointed day whereby the Bank, whether alone or jointly with another 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 a transferor company immediately before the appointed day, whether alone or jointly with another person, shall be sufficient evidence that the interest of the transferor company has been transferred to the Bank, alone or jointly, under this Act; and |
| (b) | where there is any other transaction by the Bank on or after the appointed day in connection with, or in relation to, any property or liability which is property or a liability of a transferor company 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 Bank has full power and authority for that transaction as if the property or liability had been transferred to 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 an appointed day whereby the transferor company, 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 another person, shall be as effective as if that property had been conveyed, transferred or registered by the Bank; and |
| (b) | where there is any other transaction by a transferor company on or after the appointed day in connection with, or in relation to, any property or liability which is property or a liability of the transferor company immediately before the appointed day, that transaction shall be as effective as if it had been a transaction by the Bank.
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| (a) | a certificate given by or on behalf of the Bank at any time before the dissolution of a transferor company and whether given before, on or after the appointed day, and
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| (b) | a certificate given by or on behalf of the Bank after the dissolution of that transferor company
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| | that any property or liability of the transferor company specified in the certificate will be or has been transferred, as the case may be, to the Bank under this Act shall be conclusive evidence for all purposes of the fact so certified. |
| (6) | Nothing in this section affects the liability of a transferor company or the 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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18 Dissolution of transferor companies
| (1) | A transferor company shall by virtue of this Act be dissolved on the day on which, in pursuance of a request made by or on behalf of the Bank at any time after the whole of that company's undertaking has been transferred to the Bank by virtue of this Act or otherwise, the registrar of companies strikes that transferor company off the register.
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| (2) | Notwithstanding section 654 of the 1985 Act (Property of dissolved company to be bona vacantia), on the day on which a transferor company is struck off the register under subsection (1) above all seals and documents of or relating to the company not transferred to the Bank by virtue of the foregoing provisions of this Act shall, by virtue of this section, be transferred to the Bank and, where they are required to be kept at a place in England, shall be kept by the Bank at such a place.
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19 Evidence: documents
All documents which would before the appointed day, have been evidence in respect of any matter for or against a transferor company shall be admissible in evidence in respect of the same matter for or against the Bank.
20 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 an appointed day, the said Act of 1879 shall apply to the books of a transferor company transferred to the 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 Bank.
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| (3) | For the purposes of section 4 of the said Act of 1879, books so transferred to the Bank shall be deemed to have been the ordinary books of the 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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21 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 the transferor company or the Bank to be lost or surrendered or otherwise affected, or require the disposal by the transferor company or the 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 the transferor company of a corresponding obligation to the 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 have been the case under, any contract or instrument to which the Bank or the transferor company is a party or by which it is bound; or
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| (i) | allow any party to any contract to which the Bank or the transferor company 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 Bank or the transferor company 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 of 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 the transferor company or the 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 the transferor company and subsidiaries of the Bank as they apply to the transferor company and the Bank respectively.
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22 Right to issue bank notes
The transfer to the Bank of an appointed undertaking by virtue of this Act shall have no effect on the Bank's rights under the note issue enactments.
23 Transfer of the Society
| (1) | The directors of CMIG may appoint a day to be the appointed day for the undertaking of the Society for the purposes of this Part.
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| (2) | Where a day is appointed under subsection (1) above the provisions of this Part set out in subsection (3) shall apply as if—
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| (a) | the day had been appointed under section 9 (Appointed day) above;
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| (b) | references in the provisions to the appointed undertaking were references to the undertaking of the Society;
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| (c) | references in the provisions to the transferor company or transferor companies were references to the Society; and
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| (d) | references in the provisions to the Bank were references to CMIG.
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| (3) | The provisions referred to in subsection (2) are—
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Section 12(1) to (6) and (8) to (23);
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Sections 14 and 15 (save that references to the financial year of the Bank shall be treated as references to a financial year determined in accordance with the provisions of section 223 of the 1985 Act); and
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Sections 16 to 19 and 21.
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| (4) | On the day appointed under subsection (1) above—
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| (a) | the Society shall be dissolved; and
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| (b) | the enactments set out in Part 2 of Schedule 2 shall be repealed.
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PART 4
MISCELLANEOUS
24 Application
| (1) | In this Act as it applies to Scotland—
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“assignment” includes an assignation;
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“bailee” includes a custodier, custodian 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 disposition, 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 the 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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| (2) | In the application of this Act to Scotland—
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| (a) | all security interests expressed to be in favour of a transferor company transferred to the Bank by virtue of this Act shall, on and from the appointed day, have the same effect in favour of the Bank up to the maximum amounts secured thereby respectively in all respects as if they had been originally granted in favour of the Bank for such maximum amounts;
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| (b) | to enable the 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 Bank;
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| (c) | the reference in subsection (3) of section 11 (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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| (3) | 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 17 (Evidence of transfer) of this Act to the Stock Transfer Act 1963 (c. 18) shall include reference to the Stock Transfer Act (Northern Ireland) 1963 (c. 24 N.I.);
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| (c) | for paragraph (a) of section 21(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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