Royal Bank of Scotland (Gibraltar) (Transfer of Undertaking)

© Government of Gibraltar (www.gibraltarlaws.gov.gi)

2009-43

ROYAL BANK OF SCOTLAND (GIBRALTAR)

(TRANSFER OF UNDERTAKING) ACT 2009

Principal Act

Act. No. 2009-43 Commencement 30.11.2009

Assent 30.11.2009

Amending

enactments

Relevant current

provisions

Commencement

date

English sources:

None cited

EU Legislation/International Agreements involved:

Royal Bank of Scotland (Gibraltar) (Transfer of Undertaking)

© Government of Gibraltar (www.gibraltarlaws.gov.gi)

2009-43

ARRANGEMENT OF SECTIONS

Section

1. Title and interpretation.

2. Vesting of undertaking of RBSG in RBSI.

3. Specific provisions as to vesting of property.

4. Excluded property and transfer of tenancy.

5. Documents.

6. Accounts.

7. Supplementary provisions as to other matters.

8. Application of Bankers’ Books Evidence Act 1879.

9. Evidence as to transfer of property.

10. Expenditure attributable to enactment of Act.

Royal Bank of Scotland (Gibraltar) (Transfer of Undertaking)

© Government of Gibraltar (www.gibraltarlaws.gov.gi)

2009-43

AN ACT TO MAKE PROVISION FOR AND IN CONNECTION WITH

THE TRANSFER OF THE UNDERTAKING OF THE ROYAL BANK OF

SCOTLAND (GIBRALTAR) LIMITED TO THE ROYAL BANK OF

SCOTLAND INTERNATIONAL LIMITED.

Title and interpretation.

1.(1) This Act may be cited as The Royal Bank of Scotland (Gibraltar)

(Transfer of Undertaking) Act 2009.

(2) In this Act−

“the RBS Holding Company” means the company which is incorporated

in the Island of Jersey under the name The Royal Bank of Scotland

International (Holdings) Limited;

“RBSG” means the company which is incorporated in Gibraltar under the

name The Royal Bank of Scotland (Gibraltar) Limited, which is a

subsidiary of the RBS Holding Company and which carries on

business in Gibraltar under the names “RBS International” and

NatWest”;

“RBSI” means the company which is incorporated under the name The

Royal Bank of Scotland International Limited in the Island of

Jersey, which is also a subsidiary of the RBS Holding Company

and which carries on business in Gibraltar through the medium of a

branch and under the name “NatWest”;

“the change-over date” means such date as may be appointed by the

Minister by notice in the Gazette for the purposes of the vesting in

RBSI of the undertaking of RBSG;

“customer” includes any person having a bank account or similar contract

or arrangement with RBSG;

“document” means a document of any description whatsoever, together

with any record, tape, disc or other thing from which information of

any description can be obtained by mechanical, electronic or other

means;

“existing” means in existence immediately before the change-over date

(whether or not in force or otherwise having legal effect at that

time);

“the undertaking of RBSG” means the banking and investment business

of RBSG which, immediately before the change-over date, is

Royal Bank of Scotland (Gibraltar) (Transfer of Undertaking)

© Government of Gibraltar (www.gibraltarlaws.gov.gi)

2009-43

carried on in Gibraltar in and from premises in Corral Road,

Gibraltar;

“liabilities” includes debts, duties and obligations of every description

wherever arising (whether actual or contingent, present or future);

“the Minister” means the Minister with responsibility for financial

services;

“property” means property and assets of every description, whether real

or personal, moveable or immoveable and wherever situated

(including property held on trust and securities, rights, benefits and

powers of every description);

“securities” includes mortgages, security interests, charges, debentures,

fixed securities, floating charges, personal bonds, bills of exchange,

promissory notes, trust receipts, warehouse warrants, guarantees,

indemnities, liens, rights of retention, pledges or other means of

securing payment of a debt, whether present or future, or the

discharge of any obligation or liability.

Vesting of undertaking of RBSG in RBSI.

2.(1) On the change-over date the undertaking of RBSG shall, by virtue of

this Act, vest in RBSI to the intent that RBSI shall succeed to that

undertaking in all respects as if RBSI were the same person in law as RBSG.

(2) The following provisions of this Act have effect for the purpose of

giving full effect to, and supplementing, the provisions of subsection (1).

Specific provisions as to vesting of property.

3.(1) Subject to any provision of this Act making specific provision in

relation to property of any description, all property which forms part of the

undertaking of RBSG shall, by virtue of this Act (and without any

assignment or other form of transfer or the need for any consent), become on

the change-over date property of RBSI in respect of its undertaking in

Gibraltar.

(2) All property which forms part of the undertaking of RBSG and is held

by RBSG jointly with any other person shall, by virtue of this Act (and

without any assignment or other form of transfer or the need for any

consent), become on the change-over date property of RBSI jointly with that

other person.

(3) In so far as, immediately before the change-over date, any property to

which subsection (1) or subsection (2) applies is subject to the rights or

Royal Bank of Scotland (Gibraltar) (Transfer of Undertaking)

© Government of Gibraltar (www.gibraltarlaws.gov.gi)

2009-43

liabilities of any other person, those rights or liabilities shall continue on and

after that date in all respects as if RBSI and RBSG were the same person in

law.

(4) Without prejudice to the generality of subsections (1) to (3), those

subsections apply to property held subject to any trust or other fiduciary

obligation as they apply to property not so held and, accordingly, on and

after the change-over date, RBSI shall hold that property (alone or, as the

case may be, jointly with any other person) subject to the same trust or

fiduciary obligation as applied to RBSG before that date.

(5) If, immediately before the change-over date, any document or other

thing is in the custody or possession of (but is not the property of) RBSG,

then, on that date that document or other thing shall, by virtue of this Act

(and without the need for any consent or other dealing), pass into the

custody or possession of RBSI in respect of its undertaking in Gibraltar, in

all respects as if RBSI and RBSG were the same person in law.

Excluded property and transfer of tenancy.

4.(1) Subject to subsection (2), nothing in this Act applies to−

(a) any interest in land in Gibraltar which, immediately before the

change-over date, is occupied by RBSG in respect of its

undertaking;

(b) any licence or authorisation held by RBSG under the Financial

Services (Investment and Fiduciary Services) Act, the Financial

Services (Banking) Act, the Financial Services (Collective

Investment Schemes) Act 2005 or the Financial Services

(Markets in Financial Instruments) Act 2006;(c) any rights or liabilities or other property in which, immediately

before the change-over date, no person other than RBSG and

RBSI had an interest;

(d) any contract or other property of which the proper law is not

the law of Gibraltar; or

(e) the share capital and reserves of RBSG.

(2) If at any time after the passing of this Act (whether before, on or after

the change-over date) a tenancy of land occupied by RBSG (or of land

which was so occupied immediately before the change-over date) is

assigned by RBSG to RBSI, then, without prejudice to the operation of

section 62(2)(c) of the Landlord and Tenant Act 1983 (assignment of

tenancy from one member of a group to another not to be treated as a change

Royal Bank of Scotland (Gibraltar) (Transfer of Undertaking)

© Government of Gibraltar (www.gibraltarlaws.gov.gi)

2009-43

in the person of the tenant) nothing in section 69 of that Act (consents to

assignment) shall apply in relation to that assignment.

Documents.

5.(1) Subject to any specific provision made by the following provisions of

this Act in relation to a document or reference of a particular description, as

respects anything done or falling to be done, or any other thing occurring, on

or after the change-over date, any reference in an existing document to

RBSG shall be construed as or, as the case may require, as including a

reference to RBSI.

(2) As respects anything done or falling to be done on or after the change-

over date, any reference in an existing document to the directors or any

description of director, officer or other member of staff of RBSG shall be

construed as a reference to the directors of RBSI or, as the case may be, to

such description of director, officer or staff member of RBSI as RBSI may

nominate in writing for the purpose or, in default of such a nomination, to

that description of director, officer or employee of RBSI which, in respect of

its undertaking in Gibraltar, corresponds as nearly as may be to the

description specified in the document.

(3) On and after the change-over date, all documents which, before that

date, would have been evidence in respect of any matter for or against

RBSG in respect of its undertaking shall be admissible in respect of the

same matter for or against RBSI.

(4) Nothing in this section applies to a document which is or forms part of

an enactment.

Accounts.

6. Any existing account between RBSG and a customer shall, on the change-

over date, become an account between RBSI in respect of its undertaking in

Gibraltar and that customer and shall continue on and after the change-over

date in all respects subject to the same terms and conditions as applied

immediately before that date (including any terms or conditions providing

for variation or termination).

Supplementary provisions as to other matters.

7.(1) The provisions of this section have effect without prejudice to the

generality of the preceding provisions of this Act.

(2) Whether or not it is contained in a document, any existing instruction,

order, direction, mandate, power of attorney, consent, undertaking or other

thing to which RBSG is a party or which otherwise affects RBSG in respect

Royal Bank of Scotland (Gibraltar) (Transfer of Undertaking)

© Government of Gibraltar (www.gibraltarlaws.gov.gi)

2009-43

of itsundertaking shall have effect on and after the change-over date as if RBSI were a party to it or, as the case may be, shall similarly affect RBSI on

and after that date.

(3) If, under any existing document, RBSG is or would be entitled in

respect of any matter relevant to its undertaking−

(a) to charge remuneration in accordance with a scale for the time

being applicable to RBSG, or

(b) otherwise to act in accordance with any terms and conditions

for the time being so applicable,

then, on and after the change-over date, the document shall be construed as

entitling RBSI to charge in accordance with the corresponding scale or, as

the case may be, to act in accordance with the corresponding terms and

conditions for the time being applicable to RBSI in respect of its

undertaking in Gibraltar.

(4) On and after the change-over date, any claims or legal proceedings

which are existing or pending before that date by or against RBSG shall be

treated for all purposes as if RBSG and RBSI were the same person in law

except that, by virtue of this Act, the name of RBSI shall be substituted in

those proceedings for that of RBSG.

Application of Bankers’ Books Evidence Act 1879.

8.(1) On and after the change-over date, the Bankers' Books Evidence Act

1879 (in this section referred to as "the 1879 Act") shall apply to the

bankers' books of RBSG which, by virtue of this Act, become the property

of RBSI as if those books were the bankers' books of RBSI.

(2) For the purposes of the application on and after the change-over date of

section 4 of the 1879 Act to a copy of an entry purporting to be made before

that date in a book to which subsection (1) applies,−

(a) at the time of the making of the entry the book shall be deemed

to have been an ordinary book of RBSI; and

(b) the entry shall be deemed to have been made in the usual and

ordinary course of business.

(3) Expressions used in this section and in the 1879 Act have in this

section the same meaning as in that Act.

Evidence as to transfer of property.

Royal Bank of Scotland (Gibraltar) (Transfer of Undertaking)

© Government of Gibraltar (www.gibraltarlaws.gov.gi)

2009-43

9. Any document coming into existence after the change-over date whereby

RBSI, whether alone or jointly with any other person,−

(a) conveys or transfers or purports to convey or transfer, or

(b) applies to be registered as the holder or proprietor of,

any property which, immediately before the change-over date, was held by

RBSG, whether alone or jointly with any other person, shall be prima facie

evidence that the interest of RBSG in that property became vested in RBSI

by virtue of this Act.

Expenditure attributable to enactment of Act.

10. The expenditure incurred by the Government in connection with the

introduction and enactment of this Act, as certified by the Minister, shall be

paid by RBSI.