Lloyds TSB Act 1997

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AT 2 of 1997

LLOYDS TSB ACT 1997

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c i e
LLOYDS TSB ACT 1997

Index Section Page

1 Short title .......................................................................................................................... 5
2 Interpretation ................................................................................................................... 6
3 Appointed day ................................................................................................................ 7
4 Vesting of undertakings in the Company ................................................................... 7
5 Provisions as to trust property and wills .................................................................... 7
6 Supplementary provisions as to transfer and vesting ............................................... 8
7 Contracts of employment, etc ..................................................................................... 12
8 Retirement benefits schemes ....................................................................................... 12
9 Evidence of transfer and vesting ................................................................................ 12
10 Cancellation of registration of transferor companies .............................................. 14
11 Evidence: documents ................................................................................................... 14
12 Application of Bankers’ Books Evidence Act 1935 .................................................. 14
13 Savings in respect of transfers and vesting of property .......................................... 14
14 Savings for enactments regulating banking etc business ........................................ 15
15 Costs of Act .................................................................................................................... 15
ENDNOTES 17

TABLE OF LEGISLATION HISTORY 17
TABLE OF RENUMBERED PROVISIONS 17
TABLE OF ENDNOTE REFERENCES 17

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c i e
LLOYDS TSB ACT 1997

Received Royal Assent: 17 June 1997
Passed: 17 June 1997
Commenced —
for certain purposes : 1 January 1998
for all other purposes 2 January 1998
AN ACT
to carry into effect the transfer to and vesting in Lloyds TSB Bank (Isle
of Man) Limited of the undertakings of Lloyds Bank Plc and TSB Bank plc; and
for connected purposes.
WHEREAS:

(1) Lloyds Bank Plc is a public company incorporated under the Companies
Act 1862 (an Act of Parliament) as a company limited by shares.
(2) TSB Bank plc is a public company incorporated under the Companies
Acts 1948 to 1967 (Acts of Parliament) as a company limited by shares.
(3) Both Lloyds Bank Plc and TSB Bank plc (hereinafter referred to as “the
transferor companies”) are subsidiaries of Lloyds TSB Group plc and
carry on banking business in the Isle of Man, being licensed to do so
under the Banking Act 1975.
(4) For the better conduct of the businesses of the transferor companies it is
expedient to make provision for the fusion of their Isle of Man
undertakings by the transfer to and vesting of the same in Lloyds TSB
Bank (Isle of Man) Limited (hereinafter referred to as “the Company
”) as
provided in this Act.
(5) It is expedient that the other provisions contained in this Act should be
enacted.
(6) The object of this Act cannot be attained without the authority of an Act
of Tynwald.
1 Short title

This Act may be cited as the Lloyds TSB Act 1997.
Section 2 Lloyds TSB Act 1997


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2 Interpretation

(1) In this Act —
“account
” includes any contract or facility between a person and a transferor
company by virtue of which money or any unit of account is, or may be,
deposited or borrowed by any person;
“appointed day
” means a day appointed under section 3 as an appointed day
for the purposes of this Act and, in relation to any property or liability,
any reference in this Act to an appointed day is a reference to the
appointed day for the undertaking of which that property or liability
forms part;
“the Company
” means Lloyds TSB Bank (Isle of Man) Limited;
“contract
” includes any agreement, transaction, arrangement or understanding,
whether or not conditional or in writing and whether or not governed by
Isle of Man law;
“convey
” has the same meaning as in the Conveyancing Act 1908;
“customer
” includes any person having an account or other dealing or a
contract with a transferor company;
“existing
” means existing, outstanding or in force immediately before the
appointed day;
“last appointed day
” means, in relation to a transferor company, the day upon
which the whole of the undertaking of that company will have become
vested in the Company under this Act;
“liability
” includes a duty and an obligation of any description (whether
present or future, actual, contingent or prospective);
“Lloyds
” means Lloyds Bank Plc;
“property
” means property and assets of every description and includes
property and assets held on trust or in a fiduciary capacity and security
interests, rights, benefits and powers of every description;
“security interest
” includes a mortgage or charge (in each case whether legal or
equitable), deed of bond and security, debenture, bill of exchange,
promissory note, guarantee, lien, pledge (whether actual or constructive),
hypothecation, assignment by way of security, indemnity, right of set-off,
flawed asset arrangement, undertaking or other means of securing
payment or discharge of a debt or liability;
“transferor company
” means Lloyds or TSB and “transferor companies
” means
both of them;
“trustee
” includes a trustee or custodian trustee of any trust, settlement,
covenant, contract or will (whether originally so appointed or not; and
whether appointed under hand or seal or by order of any court); executor
of the will, or administrator of the estate, of a deceased person; judicial
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trustee appointed by order of any court; attorney for another person; or
any person acting in a fiduciary capacity;
“TSB
” means TSB Bank plc;
“undertaking
” means the business and all property and liabilities of an Isle of
Man branch or office of a transferor company of whatever nature; and
“undertakings
” means the undertakings of the Isle of Man branches and
offices of Lloyds and TSB; and
“will
” includes a codicil and any other testamentary writing.
(2) Any reference in this Act to property or liabilities of a transferor
company is a reference to property or liabilities wherever they are
situated or arise and whether or not they are capable of being transferred
or assigned by that transferor company and whether that transferor
company is entitled or subject to them under the law of the Isle of Man or
under the law of any country or territory outside the Isle of Man.
3 Appointed day

This Act shall come into operation on such day or days as may be appointed by
order made by the Council of Ministers on the application of the Company and
different days may be appointed for different undertakings.1

4 Vesting of undertakings in the Company

(1) On an appointed day the undertaking in respect of which that day is
appointed, shall, by virtue of this Act and without further assurance, be
transferred to, and vest in the Company to the intent that the Company
shall succeed to the undertaking as if in all respects the Company were
the same person in law as the transferor company.
(2) Where the transfer or vesting of any property or liability comprised in an
undertaking is governed by the law of any country or territory outside
the Isle of Man, the transferor company shall, if the Company so
requires, take all necessary steps for securing that the transfer to and
vesting in the Company of the property or liability is fully effective
under the law of that country or territory.
5 Provisions as to trust property and wills

(1) Any property transferred to, and vested in, the Company by virtue of
this Act which immediately before the appointed day was held by a
transferor company, whether alone or jointly with any other person, as
trustee, shall, on and from the appointed day, be held by the Company
alone or, as the case may be, jointly with such other person in the same
capacity upon the trusts, and with and subject to the powers, provisions
and liabilities, applicable thereto respectively.
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(2) Any existing instrument or order of any court under or by virtue of
which any property became or may become vested in a transferor
company as trustee, and any provision therein, or any existing contract
for the payment to, or retention by a transferor company of remuneration
for its services in any such capacity, shall, on and from the appointed
day, be construed and have effect, so far as the context permits, as if for
any reference therein to the transferor company, other than a reference
(however worded and whether express or implied) to terms and
conditions of, or to a charge, tariff or scale of fees of, the transferor
company, there were substituted a reference to the Company: Provided
that any right which was exercisable by a transferor company to alter the
terms and conditions or the charge, tariff or scale of fees of that transferor
company shall on or after the appointed day be exercisable by the
Company.
(3) Any will made before the appointed day which has not been proved in
the Isle of Man before the appointed day, and any will made on or after
the appointed day, being a will which appoints a transferor company at
an Isle of Man branch or office to be a trustee or recipient of any property
as trustee, shall be construed and have effect as if for any reference
therein to that transferor company as such trustee or recipient or
otherwise in connection with such appointment, not being a reference
(however worded and whether express or implied) to terms and
conditions of, or to a charge, tariff or scale of fees of, that transferor
company, there were substituted a reference to the Company: Provided
that any right which was exercisable by a transferor company to alter the
terms and conditions or the charge, tariff or scale of fees of that transferor
company shall on or after the appointed day be exercisable by the
Company.
(4) No testamentary gift shall be adeemed by reason only of the operation of
any of the provisions of this Act.
6 Supplementary provisions as to transfer and vesting

(1) Without prejudice to the generality of the foregoing provisions of this
Act but subject to any provision of this Act to the contrary, the following
provisions shall have effect in relation to the undertakings.
(2) Every contract to which a transferor company is a party shall be
construed and have effect on and from the appointed day —
(a) as if the Company had been a party thereto instead of the
transferor company;
(b) subject to paragraph (4) as if for any reference (however worded
and whether express or implied) to the transferor company there
were substituted a reference to the Company;
(c) as if any reference (however worded and whether express or
implied) to the directors, officers, representatives or employees or
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to any director, officer, representative or employee of the
transferor company were a reference to the directors, officers,
representatives or employees of the Company as the case may
require, or to such director, officer, representative or employee of
the Company as the Company may nominate for that purpose or,
in default of nomination, to the director, officer, representative or
employee of the Company who corresponds as nearly as may be
to the first mentioned director, officer, representative or
employee; and
(d) where the contract relates to property or liabilities which are for
the time being only partly transferred to, and vested in, the
Company by virtue of this Act, as if the contract, to the extent to
which it is enforceable by and against the transferor company,
constituted two separate contracts, one of which is enforceable by
and against the Company as regards the part of the property, or
as the case may be, liabilities so transferred to, and vested in, the
Company and not as regards the other part, and the other of
which is enforceable by and against the transferor company as
regards the part of the property or, as the case may be, liabilities
not so transferred to, and vested in, the Company and not as
regards the other part.
(3) Paragraphs (b) and (c) of subsection (2) shall, on and from the appointed
day, apply to any enactment other than the provisions of this Act and to
any provision of any contract to which a transferor company was not a
party; and sub-paragraphs (a), (b) and (c) of that paragraph shall, on and
from the appointed day, apply to any provision of any other document
(not being a contract or a will) as they apply to a contract to which
paragraph (2) applies.
(4) Paragraph (b) of subsection (2) shall not apply to the name or title of any
rate, charge, tariff, scale of fees, terms or conditions of a transferor
company which includes the initials, the name or part of the name of that
transferor company, but on or after the appointed day the Company may
change the name or title.
(5) An offer or invitation to treat made to or by a transferor company before
the appointed day shall be construed and have effect on and after the
appointed day as an offer or invitation to treat, as the case may be, made
to or by the Company.
(6) Any account between a transferor company and a customer shall, on and
from the appointed day, become an account between the Company and
the customer subject to the same conditions and incidents as theretofore;
and such account shall be deemed for all purposes to be a single
continuing account: Provided that nothing herein shall affect any right of
the Company or of the customer to vary the conditions or incidents
subject to which any account is kept.
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(7) For the purpose of construing and giving effect to any contract which —
(a) has effect or continues to have effect on, or on and after, the
appointed day; and
(b) makes reference to a rate, charge, tariff or scale of fees or to terms
or conditions published, determined or ascertained from time to
time by TSB or Lloyds,
the Company shall have the same right under that contract as TSB and
Lloyds had to publish, determine, ascertain, vary or amend rates,
charges, tariffs, scales of fees, terms or conditions, and any such rates,
charges, tariffs, scales of fees, terms or conditions published, determined,
ascertained, varied or amended by the Company shall apply in place of
those which could have been published, determined, ascertained, varied
or amended by TSB or Lloyds.
(8) Any existing instruction, order, direction, mandate, power of attorney,
authority, undertaking or consent given to or by a transferor company
(whether in writing or not) shall have effect, on and from the appointed
day, as if given to or, as the case may be, by the Company.
(9) Any negotiable instrument, cheque, warrant, draft, letter of credit or
order for payment of money drawn on or by, or given to, or accepted or
endorsed by, a transferor company, or payable at any place of business of
a transferor company, whether so drawn, given, accepted, endorsed or
payable before, on or after the appointed day, shall have the same effect,
on and from the appointed day, as if it had been drawn on or by, or
given to, or accepted or endorsed by, the Company or were payable at
the same place of business of the Company.
(10) Any document, claim or demand addressed on or after the appointed
day to a transferor company pursuant to an existing contract shall be
deemed to have been addressed to the Company.
(11) The custody of any document, goods or other thing held by a transferor
company as bailee shall pass to the Company on the appointed day, and
the rights and obligations of that transferor company under any contract
of bailment relating to any such document, goods or thing shall on that
day become rights and obligations of the Company.
(12)
(a) Any security interest held immediately before the appointed day
by or on behalf of a transferor company as security for the
payment or discharge of any liability shall, on and from the
appointed day, be held by or on behalf of the Company and be
available to the Company (whether for its own benefit or, as the
case may be, for the benefit of any other person) as security for the
payment or discharge of that liability;
(b) In relation to any security interest transferred to, and vested in,
the Company by or under this Act and any liabilities thereby
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secured, the Company shall be entitled to the same rights and
priorities and be subject to the same obligations and incidents to
which the transferor company in question would have been
entitled or subject if it had continued to hold the security interest;
(c) Without prejudice to the generality of paragraph (b) in any case
where any existing liability subsists between a transferor
company and the Company in respect of which the transferor
company or the Company, or a nominee or agent of or trustee for
the transferor company or the Company, holds a security interest,
that liability shall, for the purpose of enforcing or realising that
security interest, be deemed to continue in effect notwithstanding
the transfer to, and vesting in, the Company of the undertaking;
(d) Any security interest referred to in the foregoing provisions of
this subsection which extends to future advances or liabilities
shall, on and from the appointed day, be available to the
Company (whether for its own benefit or, as the case may be, for
the benefit of any other person) as security for the payment or
discharge of future advances and future liabilities to the same
extent and in the same manner in all respects as it extends
immediately before that day to future advances or liabilities.
(13) Where by virtue of this Act any property or liability of a transferor
company becomes property or a liability of the Company, the Company
and all other persons shall, on and from the appointed day, have the
same rights, powers and remedies (and in particular the same rights and
powers as to taking or resisting legal proceedings or making or resisting
applications to any authority) for ascertaining, perfecting or enforcing
that property or liability as if it had at all times been property or a
liability of the Company.
(14) Any right of action and any remedy available in consequence thereof
which accrues, arises or becomes enforceable or available before the
appointed day by or against a transferor company, or which would, but
for this Act, accrue, arise or become enforceable or available by or against
a transferor company on or after the appointed day, may be enforced or
availed of by or against the Company on or after the appointed day and
any legal proceedings, applications to any authority or other proceedings
for the resolution of a dispute pending or current immediately before the
appointed day by or against the transferor company may be continued
by or against the Company.
(15) Any judgment, order or award obtained by or against a transferor
company and not fully satisfied before the appointed day shall on that
day, to the extent to which it is enforceable by or against the transferor
company, become enforceable by or against the Company.
(16) The Isle of Man Information Commissioner may, on and from the
appointed day, serve on the Company any notice under section 36 of the
Section 7 Lloyds TSB Act 1997


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Data Protection Act 2002 which he could have served on a transferor
company in respect of a breach by the transferor company of the data
protection principles; but the transfer to, and vesting in, the Company by
this Act of the undertakings (and any disclosure to the Company of any
information in contemplation or as a result thereof) shall not amount to a
breach of any duty of confidentiality to which the transferor companies
are subject at the date of such disclosure or to a contravention by the
Company or a transferor company of the data protection principles.2

7 Contracts of employment, etc

(1) Every contract of employment the proper law of which is the law of the
Isle of Man to which either transferor company is a party shall be
construed and have effect on and from the appointed day as if the
Company had been a party thereto instead of the transferor company
and as if for any reference (however worded and whether express or
implied) to the transferor company there were substituted a reference to
the Company and employment with the transferor company and the
Company under any such contract shall be deemed for all purposes to be
a single continuing employment.
(2) No director, secretary or auditor of a transferor company shall by virtue
only of this Act become a director, secretary or, as the case may be,
auditor of the Company.
8 Retirement benefits schemes

(1) No provision of this Act shall operate so as to prejudice or otherwise
affect the rights or benefits of any former or current officer or employee
of a transferor company under any existing retirement benefits scheme.
(2) In this section “retirement benefit scheme” has the same meaning as in
section 13 of the Income Tax (Retirement Benefit Schemes) Act 1978.
9 Evidence of transfer and vesting

(1) A copy of this Act printed by authority shall, for all purposes, be
conclusive evidence of the transfer to, and vesting in, the Company of an
undertaking in accordance with the provisions of this Act.
(2) Without prejudice to the generality of subsection (1), any such copy of
this Act shall, in relation to any registered securities within the meaning
of the Stock Transfer Act 1965 transferred to, and vested in, the Company
by virtue of this Act, operate for all the purposes of the said Act of 1965
as a duly executed stock transfer in respect of the transfer of such
securities from a transferor company to the Company.
(3) Without prejudice to the generality of subsection (1) —
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(a) any document made or executed on or after the appointed day
whereby the Company, 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 a
transferor company immediately before the appointed day,
whether alone or jointly with any other person, shall be sufficient
evidence that the interest of the transferor company in that
property has been transferred to and vested in the Company,
alone or jointly, under this Act; and
(b) where there is any other transaction by the 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 a transferor
company 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 the Company has full
power and authority for 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) —
(a) any document made or executed on or after the appointed day
whereby a transferor company, 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 the Company; 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 Company.
(5) A certificate given by or on behalf of the Company whether given before,
on or after the appointed day, that any property or liability of the
transferor company specified in the certificate will transfer and vest, or
has transferred and vested, as the case may be, to and in the Company
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
Company 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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10 Cancellation of registration of transferor companies

At any time after the last appointed day the Chief Registrar shall upon the
request of the Company forthwith cancel the registration of the transferor
companies under Part XI of the Isle of Man Companies Act 1931.
11 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 Company.
12 Application of Bankers’ Books Evidence Act 1935

(1) On and from the appointed day the Bankers’ Books Evidence Act 1935 shall
apply to the books of a transferor company transferred to, and vested in,
the Company by virtue of this Act, and to entries made in those books
before the appointed day, as if such books were books of the Company.
(2) For the purposes of section 4 of the said Act of 1935, books so transferred
to, and vested in, the Company shall be deemed to have been the
ordinary books of the Company 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 notwithstanding that the Company may not
have been in existence at that date.
(3) In this section “books” has the same meaning as the words “Bankers
Books” in the Bankers’ Books Evidence Act 1935.
13 Savings in respect of transfers and vesting of property

(1) The transfer and vesting of any property or of a liability by virtue of this
Act shall not —
(a) 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 enactment
other than this Act or any provision in any instrument, contract or
order of any court concerning that property or that interest; or
(b) give rise to any forfeiture; or
(c) invalidate or discharge any contract, security interest or other
thing; or
(d) require further registration in respect of any security interest; or
(e) cause or enable the benefit of any contract, permission, licence or
privilege enjoyed by a transferor company or the Company to be
lost or surrendered or otherwise affected, or require the disposal
by a transferor company or the Company of any interest,
otherwise than as provided for in this Act; or
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(f) relieve any person under an obligation to a transferor company of
a corresponding obligation to the Company; or
(g) 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 Company
or a transferor company is a party or is bound; or
(h) allow any party to a contract to terminate that contract when he
would not otherwise have been able to terminate it; or
(i) operate so as to merge any leasehold interest in the reversion
expectant on it; or
(j) entitle any party to any contract to which the Company or a
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 or benefit on him which he would not otherwise
have had; or
(k) cause the imposition of any greater or lesser obligations on any
party to any contract to which a transferor company or the
Company is a party when that greater or lesser obligation would
not otherwise have been imposed
(2) Paragraphs (b) to (k) of subsection (1) shall apply to subsidiaries of a
transferor company and subsidiaries of the Company as they apply to a
transferor company and the Company respectively.
14 Savings for enactments regulating banking etc business

Nothing in the foregoing provisions of this Act shall exempt the transferor
companies or the Company or any subsidiaries of any of them from any
statutory provision regulating the carrying on of the business of any of them.
15 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 the Company.
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ENDNOTES

Table of Legislation History

Legislation Year and No Commencement






Table of Renumbered Provisions

Original Current






Table of Endnote References

1
ADO (whole Act i.r.o. the undertaking of TSB Bank plc) 1/1/1998, (whole Act for all
other purposes) 2/1/1998 (SD654/97). 2
Subs (16) amended by Data Protection Act 2002 Sch 12 and by Freedom of
Information Act 2015 Sch 4.