Royal Bank of Scotland International Limited Act 1995

Link to law: https://legislation.gov.im/cms/images/LEGISLATION/PRINCIPAL/1995/1995-0010/RoyalBankofScotlandInternationalLimitedAct1995_1.pdf
Published: 2012-09-01

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The Royal Bank of Scotland International Limited Act 1995

c i e
AT 10 of 1995

THE ROYAL BANK OF SCOTLAND

INTERNATIONAL LIMITED ACT 1995

The Royal Bank of Scotland International Limited Act 1995 Index


c AT 10 of 1995 Page 3

c i e
THE ROYAL BANK OF SCOTLAND INTERNATIONAL

LIMITED ACT 1995

Index Section Page

1 Short title and commencement ..................................................................................... 6
2 Interpretation ................................................................................................................... 6
3 Transfer of undertaking ................................................................................................. 7
4 Provisions as to trust business ...................................................................................... 8
5 Supplementary provisions as to transfer..................................................................... 8
6 Reference in wills .......................................................................................................... 10
7 Admissibility of evidence ............................................................................................ 11
8 Application of Bankers’ Books Evidence Act 1935 .................................................. 11
9 Evidence of transfer ...................................................................................................... 11
10 Saving for enactments regulating banking etc business ......................................... 11
11 Costs of the Act ............................................................................................................. 11
12 [Repealed] ...................................................................................................................... 12
ENDNOTES 13

TABLE OF LEGISLATION HISTORY 13
TABLE OF RENUMBERED PROVISIONS 13
TABLE OF ENDNOTE REFERENCES 13

The Royal Bank of Scotland International Limited Act 1995 Section 1


c AT 10 of 1995 Page 5

c i e
THE ROYAL BANK OF SCOTLAND INTERNATIONAL

LIMITED ACT 1995

Received Royal Assent: 11 July 1995
Passed: 12 July 1995
Commenced: 1 October 1996
AN ACT
to carry into effect the transfer to The Royal Bank of Scotland
International Limited of the undertaking of The Royal Bank of Scotland (I.O.M.)
Limited; and for other purposes.
WHEREAS:

(1) The Royal Bank of Scotland plc (hereinafter called ‘Royal Bank’) is a
Public Limited Company incorporated under the Companies Act 1985 as
amended (an Act of Parliament). Royal Bank is an authorised institution
under the Banking Act 1987 (an Act of Parliament).
(2) The Royal Bank of Scotland (I.O.M.) Limited (hereinafter called ‘Royal
Bank (I.O.M.)’) is a limited company incorporated under the Companies
Acts 1931 to 1993.
(3) Royal Bank (I.O.M.) is authorised by licence under the Banking Act 1975
to carry on the business of banking in the Island.
(4) The Royal Bank of Scotland International Limited (hereinafter called ‘the
International Bank’) is a company incorporated in the Island of Jersey
under the Loi (1861) Sur Les Societies A Responsabilitee Limitee. In
pursuance of a Scheme for the reorganisation of the banking businesses
carried on by Royal Bank and certain of its subsidiaries (including Royal
Bank (I.O.M.) and the International Bank) in the offshore Islands and for
the better and more efficient conduct of the business of Royal Bank in
accordance with the provisions in The Royal Bank of Scotland
International Limited (Jersey) Law 1995 (an Act of the Jersey States) it is
expedient that provision be made for the transfer to the International
Bank of the undertaking of the business of Royal Bank (I.O.M.) (subject
to certain exceptions set out herein) which transfer should be effected
without interference with the conduct and continuity of that business.
Section 1 The Royal Bank of Scotland International Limited Act 1995


Page 6 AT 10 of 1995 c

(5) It is expedient that the other provisions contained in this Act shall be
enacted.
(6) The object of this Act cannot be attained without the authority of an Act
of Tynwald.
1 Short title and commencement

(1) This Act may be cited as The Royal Bank of Scotland International
Limited Act 1995.
(2) This Act shall come into operation on such day as may be appointed by
order made by the Council of Ministers on the application of the
International Bank.1

2 Interpretation

(1) In this Act, —
“the appointed day
” means the day appointed under section 1(2);
“customer
” means any person having a banking account or other dealing,
transaction or arrangement with Royal Bank (I.O.M.) or, as the case may
be, the International Bank;
“existing
” means existing, outstanding or in force immediately before the
appointed day;
“liabilities
” includes debts, duties and obligations of every description
(whether present or future, actual, or contingent);
“property
” means property and assets of every description and includes
property held on trust and securities, rights, benefits and powers of
every description;
“Royal Bank
” means The Royal Bank of Scotland plc;
“Royal Bank (I.O.M.)
” means The Royal Bank of Scotland (I.O.M.) Limited;
“the International Bank
” means The Royal Bank of Scotland International
Limited;
“security
” includes a mortgage or charge (whether legal or equitable), deed of
bond and security, debenture, bill of exchange, promissory note,
guarantee, lien, pledge (whether actual or constructive), hypothecation,
assignment, indemnity, right of set off, undertaking or other means of
securing payment or discharge of a debt or liability (whether present or
future, actual or contingent);
“transferred undertaking
” means all existing rights, property and liabilities of
Royal Bank (I.O.M.) and whether or not Royal Bank (I.O.M.) holds or is
subject to the same beneficially or in any fiduciary capacity but does not
include the Trust Business;

The Royal Bank of Scotland International Limited Act 1995 Section 3


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“Trust Business
” means any business carried out by Royal Bank (I.O.M.)
whether alone or jointly with any other person —
(a) as trustee or custodian trustee of any trust deed, settlement,
covenant, agreement or will, and whether appointed under hand
or seal or by order of any court;
(b) as executor of the will of a deceased person;
(c) in administration of the estate of a deceased person;
(d) as trustee appointed by order of any court; and
(e) in any other fiduciary capacity whatsoever;
“will
” includes a codicil and any other testamentary writing.
(2) References in this Act to rights, property and liabilities of Royal Bank
(I.O.M.) are references to all such rights, property and liabilities, whether
or not capable of being transferred or assigned by Royal Bank (I.O.M.)
and any such reference to —
(a) property of Royal Bank (I.O.M.) is a reference to property of Royal
Bank (I.O.M.) whether situated in the Island or elsewhere;
(b) rights or liabilities of Royal Bank (I.O.M.) is a reference to rights to
which Royal Bank (I.O.M.) is entitled or, as the case may be, to
liabilities to which Royal Bank (I.O.M.) is subject, whether under
the law of the Island or elsewhere.
3 Transfer of undertaking

(1) On the appointed day the transferred undertaking (with the exception of
the Trust Business) shall by virtue of this Act be transferred to and vest
in the International Bank to the intent that the International Bank shall
succeed to the whole undertaking of Royal Bank (I.O.M.) (except the
Trust Business).
(2) No transfer or vesting effected by virtue of this Act shall —
(a) operate as a breach of covenant or condition against alienation;
(b) give rise to any forfeiture;
(c) invalidate or discharge any contract or security; or
(d) operate so as to merge any leasehold interest so transferred to, or
vested in the International Bank in the reversion expectant
thereon held by the International Bank immediately before the
appointed day, or to merge any leasehold interest held by the
International Bank immediately before the appointed day in the
reversion expectant thereon transferred to, or vested in the
International Bank by virtue of this Act.
Section 4 The Royal Bank of Scotland International Limited Act 1995


Page 8 AT 10 of 1995 c

4 Provisions as to trust business

(1) Any property or rights which immediately before the appointed day
were held by Royal Bank (I.O.M.) and any debts or liabilities which
immediately before the appointed day were enforceable against or due
by Royal Bank (I.O.M.), whether alone or jointly with any other person
by reason of the Trust Business shall, on and from the appointed day,
continue to be held by or enforceable against or due by Royal Bank
(I.O.M.), as the case may be, whether alone or jointly with such other
person, in the same capacity upon the trusts and with and subject to the
rights, powers, provisions, liabilities and obligations, applicable thereto
respectively.
(2) Any existing instrument or order of any court under or by virtue of
which any property or rights became vested in Royal Bank (I.O.M.) in
any fiduciary capacity (including in the case of a will any grant of
probate thereof), and any provision therein or in any existing contract or
arrangement for payment to, or retention by, Royal Bank (I.O.M.) of
remuneration for its services in any such fiduciary capacity, shall on and
from the appointed day be continued to be retained by Royal Bank
(I.O.M.).
5 Supplementary provisions as to transfer

(1) Without prejudice to the generality of sections 1 to 4 (but subject to any
provisions to the contrary effect) subsections (2) to (13) shall have effect
in relation to the transferred undertaking.
(2) Every existing contract (with the exception of contracts relating to the
Trust Business) to which Royal Bank (I.O.M.) was a party (whether in
writing or not) shall from the appointed day have effect as if —
(a) the International Bank had been party thereto instead of Royal
Bank (I.O.M.);
(b) for any reference (however worded and whether expressed or
implied) to Royal Bank (I.O.M.) there were substituted, as respects
anything falling to be done on or after the appointed day, a
reference to the International Bank; and
(c) any reference (however worded and whether express or implied)
to the directors or to any director, officer, clerk or servant of Royal
Bank (I.O.M.) were, as respects anything falling to be done on or
after the appointed day, a reference (as the case may require) to
the directors of the International Bank or to such director, officer,
clerk or servant of the International Bank as the International
Bank may appoint or, in default of appointment, to the director,
officer, clerk or servant of the International Bank who corresponds
as nearly as may be to the first mentioned director, officer, clerk or
servant.
The Royal Bank of Scotland International Limited Act 1995 Section 5


c AT 10 of 1995 Page 9

(3) Subsections (2)(b) and (c) shall apply to any statutory provision, to any
provision of any existing contract to which Royal Bank (I.O.M.) was not a
party and to any provision of any other existing document (not being a
contract or a will) as it applies in relation to a contract to which
subsection (2) applies.
(4) Any account between Royal Bank (I.O.M.) and a customer shall become
an account between the International Bank 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 International Bank or of
the customer to vary the conditions or incidents subject to which any
account is kept.
(5) Any existing instruction, order, direction, mandate, power of attorney,
authority, undertaking or consent given to Royal Bank (I.O.M.) (whether
in writing or not and whether or not in relation to an account) shall have
effect, on and from the appointed day, as if given to the International
Bank.
(6) Any negotiable instrument or order for payment of money drawn on, or
given to, or accepted or endorsed by Royal Bank (I.O.M.) or payable at
any place of business of Royal Bank (I.O.M.) whether so drawn, given,
accepted or endorsed before, on or after the appointed day, shall have
the same effect as if it had been drawn on, or given to, or accepted or
endorsed by, the International Bank, or were payable at the same place of
business of the International Bank.
(7) The custody of any document, goods or other thing held by Royal Bank
(I.O.M.) as bailee at any branch or office of Royal Bank (I.O.M.) within
the Island shall pass to the International Bank on the appointed day, and
the rights and obligations of Royal Bank (I.O.M.) under any contract of
bailment relating to any such document, goods or thing shall be
transferred on that day to the International Bank.
(8) Any security held immediately before the appointed day by Royal Bank
(I.O.M.) or by a nominee of or a trustee for Royal Bank (I.O.M.) as
security for the payment or discharge of any debt or liability (whether
present or future, actual or contingent) shall be held by or, as the case
may require, by that nominee or trustee for, the International Bank and,
to the extent of that debt or liability, be available to the International
Bank as security for the payment or discharge of such debt or liability.
(9) In any case where immediately before the appointed day —
(a) Royal Bank (I.O.M.) is under any liability to the International
Bank in respect of, or in connection with which the International
Bank or a nominee of or trustee for the International Bank holds
security, that liability shall, for the purpose of enforcing or
realising that security, be deemed to continue in effect
Section 6 The Royal Bank of Scotland International Limited Act 1995


Page 10 AT 10 of 1995 c

notwithstanding the transfer to the International Bank of that
liability by or under this Act.
(b) the International Bank is under any liability to Royal Bank
(I.O.M.) in respect of, or in connection with, which the Royal Bank
(I.O.M.) or a nominee of or trustee for the Royal Bank (I.O.M.)
holds security, that liability shall, for the purpose of enforcing or
realising that security, be deemed to continue in effect
notwithstanding the transfer to the International Bank of the
transferred undertaking by this Act.
(10) In relation to any security transferred to the International Bank by or
under this Act and any monies thereby secured, the International Bank
shall be entitled to the rights and priorities and be subject to the
obligations and incidents to which Royal Bank (I.O.M.) would have been
entitled and subject if it had continued to hold the security.
(11) Any security referred to in the foregoing provisions of this section, which
extends to future advances or liabilities, shall be held by, and be
available to, the International Bank as security for the payment or
discharge of future advances by, or future liabilities to, the International
Bank to the same extent and in the same manner in all respects as future
advances by, or future liabilities to, Royal Bank (I.O.M.) or, as the case
may be, the International Bank were secured thereby immediately before
the appointed day.
(12) Where by operation of any of the provisions of this Act any right,
liability or obligation becomes a right, liability or obligation of the
International Bank, the International Bank 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 right, liability or obligation
as if it had at all times been a right, liability or obligation of the
International Bank; and any legal proceedings or applications to any
authority pending immediately before the appointed day by or against
Royal Bank (I.O.M.) may be continued by or against the International
Bank.
(13) Any judgment or award obtained by or against Royal Bank (I.O.M.) and
not fully satisfied before the appointed day shall be enforceable by or
against the International Bank.
6 Reference in wills

No testamentary gift shall be adeemed by reason only of the operation of any of
the provisions of this Act.
The Royal Bank of Scotland International Limited Act 1995 Section 7


c AT 10 of 1995 Page 11

7 Admissibility of evidence

All books and other documents which would before the appointed day have
been evidence in respect of any matter for or against Royal Bank (I.O.M.) shall
be admissible in evidence in respect of the same matter for or against the
International Bank.
8 Application of Bankers’ Books Evidence Act 1935

(1) The Bankers’ Books Evidence Act 1935 shall apply to the books of Royal
Bank (I.O.M.) transferred to the International Bank by this Act and to
entries made therein before the appointed day, as if such books were the
books of the International Bank.
(2) For the purposes of section 4 of the said Act of 1935, books so transferred
to the International Bank shall be deemed to have been the ordinary
books of the International 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.
(3) In this section ‘books’ has the same meaning as the words ‘Bankers’
Books’ in the said Act of 1935.
9 Evidence of transfer

A copy of this Act purporting to be printed by authority shall, for all purposes,
be conclusive evidence of the transfer of the property, rights, liabilities and
obligations of Royal Bank (I.O.M.) to the International Bank and of the vesting
thereof in the International Bank in accordance with the provisions of this Act;
and, without prejudice to the generality of the foregoing, 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 International Bank 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 Royal
Bank (I.O.M.) to the International Bank.
10 Saving for enactments regulating banking etc business

Nothing in the foregoing provisions of this Act shall exempt Royal Bank
(I.O.M.) or the International Bank or any other subsidiary of the International
Bank (within the meaning of section 1 of the Companies Act 1974) from any
statutory provision regulating the carrying on of the business of any of them.
11 Costs of the Act

The 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 International Bank.
Section 12 The Royal Bank of Scotland International Limited Act 1995


Page 12 AT 10 of 1995 c

12 [Repealed]
2

The Royal Bank of Scotland International Limited Act 1995 Endnotes


c AT 10 of 1995 Page 13

ENDNOTES

Table of Legislation History

Legislation Year and No Commencement






Table of Renumbered Provisions

Original Current






Table of Endnote References

1
ADO (whole Act, except s 12) 1/10/1996 (SD570/96). 2
S 12 repealed by Banking Act 1998 s 34 with effect from 12/7/1995 and accordingly is
to be treated as having had no effect.