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9  Accounting provisions

(1)   In this section “accounts” means all accounting records, any other accounts, statements of account, financial statements or directors' reports required to be prepared by, and in accordance with provisions of, the Companies Act 1985 (c. 6) and “individual accounts” means the accounts of an individual company prepared in accordance with section 226 of and Schedule 4 to that Act or section 255 of and Part I of Schedule 9 to that Act.

(2)   For the purposes of the accounts of Clydesdale Bank and Yorkshire Bank the transfer of the undertaking to Clydesdale Bank shall be taken to have been effected immediately after the last financial year of Yorkshire Bank and to have been a vesting in Clydesdale Bank of all the property, rights and liabilities in the undertaking to which Yorkshire Bank was entitled or subject immediately before the end of that year.

(3)   The amount to be attributed to any asset and any liability which is taken by virtue of subsection (2) above to have been vested in Clydesdale Bank immediately after the last financial year of Yorkshire Bank shall be the amount attributed to the asset or liability for the purposes of the accounts of Yorkshire Bank for its last financial year.

(4)   The amount to be included in the accounts of Clydesdale Bank in respect of any item shall be determined as if anything done by Yorkshire Bank after its last financial year (whether by way of acquiring, revaluing or disposing of any asset or incurring, revaluing or discharging any liability, or by carrying any amount to any provision or reserve, or otherwise) had been done by Clydesdale Bank.

(5)   Without prejudice to the operation of this Act the transfer to Clydesdale Bank of the undertaking shall be deemed not to give rise to any transaction required by section 221 of the Companies Act 1985 (c. 6) to be entered in the accounts of Yorkshire Bank or Clydesdale Bank.

(6)   In respect of every item shown in the balance sheet or profit and loss account of Clydesdale Bank forming part of its individual accounts for its financial year in which the appointed day occurs, the corresponding amount for the last financial year of Clydesdale Bank, required to be shown in that balance sheet or profit and loss account by section 226 of and Schedule 4 to the Companies Act 1985 or section 255 of and Part I of Schedule 9 to that Act, shall include any amount corresponding to that item shown by Yorkshire Bank in its balance sheet or profit and loss account forming part of its individual accounts for that year.

10  Distributable profits or reserves of Clydesdale Bank

11  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 3 (Appointed day) of this Act, shall, for all purposes, be conclusive evidence of the transfer to Clydesdale Bank of the undertaking in accordance with the provisions of this Act.

(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 Clydesdale 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 Yorkshire Bank to Clydesdale Bank.

(3)   Without prejudice to the generality of subsection (1) above—

(a)   any document made or executed on or after the appointed day whereby Clydesdale Bank, 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 Yorkshire Bank immediately before the appointed day, whether alone or jointly with any other person, shall be sufficient evidence that the interest of Yorkshire Bank in that property has been transferred to Clydesdale Bank, alone or jointly, under this Act; and

(b)   where there is any other transaction by Clydesdale 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 Yorkshire Bank immediately before the appointed day, it shall be deemed in favour of any other party to the transaction, or any person claiming through or under him, that Clydesdale Bank has full power and authority to enter into 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—

(a)   any document made or executed on or after the appointed day whereby Yorkshire Bank, 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 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 Clydesdale Bank; and

(b)   where there is any other transaction by Yorkshire 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 Yorkshire Bank immediately before the appointed day, that transaction shall be as effective as if it had been a transaction by Clydesdale Bank.

(5)   A certificate given by or on behalf of Clydesdale Bank at any time before the dissolution of Yorkshire Bank and whether given before, on or after the appointed day, or a certificate given by or on behalf of Clydesdale Bank after the dissolution of Yorkshire Bank that any property or liability of Yorkshire Bank specified in the certificate will transfer or has transferred to Clydesdale 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 Yorkshire Bank or Clydesdale 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.

12  Dissolution of Yorkshire Bank

(1)   Yorkshire 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 Clydesdale Bank at any time after the appointed day, the registrar of companies strikes Yorkshire Bank off the register.

(2)   Notwithstanding section 654 of the Companies Act 1985(c.6) (property of a dissolved company), on the day on which Yorkshire Bank is struck off the register under subsection (1) above all seals and documents of or relating to Yorkshire Bank not transferred to Clydesdale Bank on the appointed day shall, by virtue of this Act, be transferred to Clydesdale Bank and, where required to be kept at a place in England, shall be kept by Clydesdale Bank at such a place.

13  Evidence: documents

14  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).

(2)   On and from the appointed day the said Act of 1879 shall apply to the books of Yorkshire Bank transferred to Clydesdale Bank by virtue of this Act, and to entries made in those books before the appointed day, as if such books were books of Clydesdale Bank.

(3)   For the purposes of section 4 of the said Act of 1879, books so transferred to Clydesdale Bank shall be deemed to have been the ordinary books of Clydesdale 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.

15  Savings in respect of transfers of property

(1)   The transfer of any property or of a liability by virtue of this Act shall not—

(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

(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

(c)   give rise to any forfeiture; or

(d)   invalidate or discharge any contract, security interest or other thing; or

(e)   require further registration in respect of any security interest; or

(f)   cause or enable the benefit of any contract, permission, licence or privilege enjoyed by Yorkshire Bank or Clydesdale Bank to be lost or surrendered or otherwise affected, or require the disposal by Yorkshire Bank or Clydesdale Bank of any interest, otherwise than as provided for in this Act; or

(g)   relieve any person under an obligation to Yorkshire Bank of a corresponding obligation to Clydesdale Bank; or

(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 Clydesdale Bank or Yorkshire Bank is a party or by which it is bound; or

(i)   allow any party to any contract to which Clydesdale Bank or Yorkshire Bank is a party to terminate that contract when he would not otherwise have been able to terminate it; or

(j)   operate so as to merge any leasehold interest in the reversion expectant on it; or

(k)   entitle any party to any contract to which Clydesdale Bank or Yorkshire 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

(l)   confer any greater or lesser rights or benefits, or impose any greater or lesser obligations, on any party to any contract to which Yorkshire Bank or Clydesdale Bank is a party when any such greater or lesser rights, benefits or obligations would not otherwise have been conferred or imposed.

(2)   Paragraphs (c) to (l) of subsection (1) above shall apply to subsidiaries of Yorkshire Bank and subsidiaries of Clydesdale Bank as they apply to Yorkshire Bank and Clydesdale Bank respectively.

16  Application to Scotland and Northern Ireland

(1)   In the application of this Act to Scotland the following provisions shall have effect:—

(a)   in the construction of this Act—

“assignment” includes an assignation;

“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;

“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;

“debenture” includes a floating charge or any instrument containing a floating charge;

“forfeiture” includes irritancy;

“guarantee” includes a caution, whether proper or improper;

“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;

“judicial trustee” includes a judicial factor;

“land” includes heritable property;

“mortgage” includes a standard security, an assignation or deposition 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;

“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;

“security interest” includes an irrevocable mandate, a bond, right of retention and a right of compensation; and

“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;

(b)   all security interests expressed to be in favour of Yorkshire Bank transferred to Clydesdale Bank by virtue of this Act shall, on and from the appointed day, have the same effect in favour of Clydesdale Bank up to the maximum amounts secured thereby respectively in all respects as if they had been originally granted in favour of Clydesdale Bank for such maximum amounts;

(c)   to enable Clydesdale Bank to complete a title, if thought fit, to any property transferred to 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 Clydesdale Bank;

(d)   the reference in subsection (3) of section 5 (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 confimed.

(2)   In the application of this Act to Northern Ireland—

(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);

(b)   the references in subsection 2 of section 11 (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.));

(c)   for paragraph (a) of section 15(1) (Savings in respect of transfers of property) of this Act, there shall be substituted the following:—

(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

17  Costs of Act