(1) Bank of New Zealand A.R.B.N. 000 000 288 (BNZ) is a company incorporated in New Zealand.
(2) National Australia Bank Limited A.C.N. 004 044 937 (National) is a company incorporated in Victoria and is a company within the meaning of the Corporations Law and is a company limited by shares.
(3) BNZ became a wholly owned subsidiary of National in February 1993.
(4) National carries on the business of banking in Australia and elsewhere.
(5) BNZ carries on the business of banking in Victoria and in other States and Territories.
(6) Under the conditions imposed by the Reserve Bank of Australia for the acquisition of BNZ by National, BNZ is required to surrender its authority to carry on banking business in Australia.
(7) It is necessary and expedient to transfer the banking business of BNZ to National and to enact legislation for that purpose.
The Parliament of Victoria therefore enacts as follows:
The purpose of this Act is to provide for the transfer to National Australia Bank Limited of the banking business of Bank of New Zealand.
(1) This Part and section 14 come into operation on the day on which this Act receives the Royal Assent.
(2) The remaining provisions of this Act come into operation on a day to be proclaimed.
In this Act—
means Bank of New Zealand A.R.B.N. 000 000 288;
means a person employed by BNZ in Victoria;
Chief Executive Officer
, in relation to a bank, means the officer in charge of the day to day management of the affairs of that bank or a person appointed by that officer in writing;
(a) a document required to be kept by BNZ under the Corporations Law or any other law;
(b) an asset listed in a certificate signed by the Chief Executive Officer of National and received by the Treasurer before the commencement of Part 2;
excluded liability means a liability listed in a certificate signed by the Chief Executive Officer of National and received by the Treasurer before the commencement of Part 2;
liabilities includes duties, obligations and incidents of every description, whether actual, contingent or prospective, but does not include any duty, obligation or incident relating to an excluded asset;
National means National Australia Bank Limited A.C.N. 004 044 937;
property means property and assets of every description, and includes securities, rights and powers of every description;
register includes a book of registry and an index relating to registration;
security includes a mortgage (whether legal or equitable), charge, debenture, bill of exchange, promissory note, guarantee, lien, pledge or other means of securing the payment of a debt, whether present or future, or the discharge of an obligation or liability, whether actual or contingent;
4 Act to bind Crown
This Act binds the Crown in right of Victoria and, so far as the legislative power of the Parliament permits, the Crown in all its other capacities.
5 Territorial application of Act
(1) This Act applies both within and outside Victoria.
(2) This Act applies outside Victoria to the full extent of the extra-territorial legislative power of Victoria.
(3) Nothing in this Act applies to any part of the undertaking, banking business, assets or liabilities of BNZ carried on or situated wholly outside Australia.
Part 2—Vesting of Undertaking of BNZ in National
6 Vesting of undertaking
(1) The undertaking of BNZ is by virtue of this Part divested from BNZ and vested in National.
(2) Subsection (1) has no effect in relation to the employment of BNZ employees.
7 Effect of contracts and instruments
(1) All contracts, agreements, conveyances, deeds, leases, licences and other instruments or undertakings entered into by or made with, or addressed to, BNZ (whether alone or with any other person) in force immediately before the commencement of this Part are, on and after that commencement, to the extent that they were immediately before that commencement binding upon and enforceable by, or against, BNZ, binding and of full force and effect in every respect in favour of, or against, National, as fully and effectually as if, instead of BNZ, National had been a party to them or bound by them or entitled to the whole or any portion of the benefit of them.
(2) Subsection (1) does not apply to any contract, agreement, conveyance, deed, lease, licence, instrument or undertaking relating to—
(a) an excluded asset or excluded liability; or
(b) the employment of a BNZ employee; or
(c) a provident, benefit, superannuation or retirement fund relating to BNZ employees.
(3) A director, secretary or auditor of BNZ is not by reason only of this Part a director, secretary or auditor (as the case may be) of National.
8 Transitional provisions
(1) Subject to subsection (3) and without limiting sections 6 and 7, the following provisions have effect in relation to the banking business of BNZ—
(a) the relationship between BNZ and a customer or depositor of that bank is
, on and after the commencement of this Part
, between National and that customer or depositor, and gives rise to the same rights and the same duties (including rights of set-off) as would have existed at that time if that relationship had been between National and the customer or depositor, and so that any instruction, order, direction, mandate or authority given by that customer or depositor to BNZ and subsisting on or given after that commencement is, unless and until revoked or cancelled, deemed to have been given to National;
(b) any security held by BNZ as security for the payment of the debts or liabilities (whether present or future, certain or contingent) of any person is by virtue of this Part transferred to National and is to be held by and be available to National as security for the payment of those debts and liabilities to National (but not, by reason only of this Part, as security for any debt or liability of that person to National existing immediately before the commencement of this Part) and, where the security extends to future advances to, or to future liabilities of, that person, the security shall, after that time, subject to any agreement between National and that person, be held by and be available to National as security for future advances to that person by, and future liabilities of that person to, National, to the same extent to which future advances by, or liabilities to, BNZ were secured immediately before that commencement;
(c) National is, in relation to any security transferred under this Part and the money secured by the security, entitled to the same rights and priorities and subject to the same liabilities as BNZ would have been entitled and subject to, if the security had continued to be held by BNZ;
(d) the custody of any document, goods or thing held by BNZ as bailee for any other person at any office or branch or agency of BNZ is by virtue of this Part transferred to National, and the rights, duties and liabilities of BNZ under any contract of bailment relating to the document, goods or thing are transferred to National;
(e) any negotiable instrument or order for the payment of money, whether drawn, given, accepted or endorsed before, at or after the commencement of this Part, which is expressed to be drawn by
, drawn on, or given to, or accepted or endorsed by BNZ, or payable at any place of business of BNZ, has the same effect after that commencement as if it had been drawn by, drawn on, or given to, or accepted or endorsed by, National, or payable at the same place of business of National;
(f) any information held immediately before the commencement of this Part by BNZ relating to a customer or depositor of that bank is available to and may be used by National.
(2) Despite subsection (1) and sections 6 and 7—
(a) National is, in relation to any security held by it over any money on deposit with BNZ immediately before the commencement of this Part, entitled to the same rights and priorities and subject to the same liabilities as it would have been had the money on deposit continued to be held by BNZ; and
(b) National is, in relation to any security held by BNZ immediately before the commencement of this Part over money on deposit with National, entitled to the same rights and priorities and subject to the same liabilities as BNZ would have been had the security continued to be held by BNZ.
9 Legal proceedings etc
(1) This section applies to—
(a) any action, arbitration, regulatory inquiry or proceeding or cause of action, arbitration or proceeding which is at the commencement of this Part pending or existing by, against, or in favour of, BNZ; and
(b) any cause of action, arbitration, regulatory inquiry or proceeding by, against, or in favour of, BNZ, which arises after that commencement in respect of a contract made by BNZ before that commencement or which arises in respect of anything done or omitted to be done by BNZ before that commencement—
but does not apply to any action, arbitration, regulatory inquiry or proceeding or to any cause of action relating to—
(c) an excluded asset or excluded liability;
(d) the employment of a BNZ employee; or
(e) a provident, benefit, superannuation or retirement fund relating to BNZ employees.
(2) Any action, arbitration, regulatory inquiry or proceeding and any cause of action, arbitration, regulatory enquiry or proceeding to which this section applies, is not abated or discontinued or in any way prejudicially affected by reason of this Part, and may, without any further act, deed or instrument other than any appropriate amendment of the records of the relevant court, tribunal or other person, be prosecuted and continued and enforced by or against National, in its own name as and when it might have been prosecuted, continued and enforced by or against BNZ if this Act had not been enacted.
(3) Despite subsection (2), the court, tribunal or other person making or entering any judgment, order or award for the payment of any sum of money, whether ascertained or to be ascertained, against National in any legal or arbitral proceeding to which this section applies may, at the request of any party in whose favour the judgment, order or award is being made or entered, make or enter the judgment, order or award against both BNZ and National, and the judgment, order or award may, when so made or entered, be enforced against both BNZ and National.
10 Amendment of Court documents where National erroneously made a party
(1) Any party to any action, arbitration or proceeding relating to an excluded asset or a BNZ employee is entitled at any stage to seek leave to amend any writ, pleading or other document filed by the party in the action, arbitration or proceeding by substituting for the name of National the name of BNZ as party.
(2) No order is to be made against any party so amending to pay to National or to BNZ any costs occasioned by that amendment.
(3) The action, arbitration or proceeding is to be continued as if BNZ had originally been made a party to it.
(1) Any book or document which if this Part had not been enacted would have been evidence in respect of any matter for or against BNZ is
, subject to this Part, to be admissible in evidence in respect of the same matter for or against National.
S. 11(2) substituted by No. 69/2009 s. 54(Sch. Pt 1 item 38.1).
(2) Without limiting subsection (1), the books of account of BNZ are for the purposes of the Evidence Act 2008
deemed to form part of the records belonging to or kept by National.
S. 11(3) repealed by No. 69/2009 s. 54(Sch. Pt 1 item 38.2).
* * * * *
12 Construction of references
Subject to this Act, if any written law (other than this Act) or any document, whenever made or executed or any register established or kept under any Act contains any reference express or implied to BNZ, the reference is, on and after the commencement of this Part to be read and construed as a reference to National, unless the context otherwise requires.
13 BNZ employees
(1) Each BNZ employee is to be engaged exclusively in the provision of services to National and is subject to the direction and control of the officers of National who are responsible for the control of the business of National in Victoria.
(2) Subsection (1) applies subject to any law or determination relating to the employment of the person.
14 Payment of amount in lieu of State taxes and charges
(1) National must pay to the Treasurer in lieu of all taxes, duties and charges for which it would otherwise be liable under the law of the State as a result of, or in connection with, the transfer of the undertaking of BNZ so far as it is located in Victoria, to National, a sum which is, in the opinion of the Treasurer, equal to the amount of those taxes, duties and charges.
(2) The amount payable under subsection (1) is to be determined by the Treasurer in accordance with such principles as the Treasurer thinks appropriate.
(3) The Treasurer is to give a certificate to National when satisfied that the sum due under subsection (1) has been paid stating that the sum due under that subsection has been paid.
15 Effect of things done under this Act
(1) Nothing effected by this Act or done or suffered by BNZ or National under this Act or done to give effect to this Act—
(a) is to be regarded as placing any of them in breach of contract or confidence or as otherwise making either of them guilty of a civil wrong; or
(b) is to be regarded as placing any of them in breach of or as constituting a default under any written law or other law or any provision in any agreement, arrangement or understanding including, without limiting the generality of the foregoing, any provision prohibiting, restricting or regulating the assignment or transfer of any property or the disclosure of any information; or
(c) is to be regarded as fulfilling any condition which allows a person to terminate any agreement or liability; or
(d) releases any surety or other obligee wholly or in part from any liability.
(2) Without limiting subsection (1) where, but for this subsection, the advice or consent of any person would be necessary to carry out any action authorised by this Act, that advice or consent is taken to have been given.
16 Service of documents
Service of a document on or after the commencement of this section—
(a) on National is deemed to be service on BNZ in addition to service on National; and
(b) on BNZ is deemed to be service on National in addition to service on BNZ.
17 Excluded assets
(1) No person dealing with National or BNZ (in any capacity whatsoever) nor the Registrar of Titles, nor any other person registering or certifying title to land or having the power or duty to examine or receive evidence as to title to land, in respect of any dealing or transaction entered into or purporting to be entered into by National or BNZ, is to be concerned to see, or enquire into, whether any property the subject of the dealing or transaction (whether or not that property is land) is an excluded asset, nor is such person to be affected by any notice, express, implied or constructive, that any such property is an excluded asset.
(2) Nothing in subsection (1) affects the liability of National to BNZ in respect of anything done, or purporting to be done, by National in relation to or in connection with an excluded asset.
(3) If any dealing or transaction is entered into by National with any person, in relation to or in connection with an excluded asset or excluded liability, it is to be deemed in favour of that person that National has full power and authority to enter into that dealing or transaction as if that asset or liability had vested in National under Part 2.
18 Certificates may be issued
The Chief Executive Officer of National may, by signed certificate, certify any matter in relation to the operation of Part 2.
19 Interests in land in the Register Book
Where any land of which BNZ is, or is deemed or taken to be, the registered proprietor is by virtue of Part 2 vested in National, notwithstanding anything to the contrary in any written law or other law, National is to be deemed to be the registered proprietor of the land for the purposes of the Transfer of Land Act 1958 and the land may be dealt with accordingly.
20 Action by Registrar of Titles or Registrar-General
(1) On being requested to do so and on delivery of any relevant instrument or document and on payment of any relevant fees under the Transfer of Land Act 1958, the Registrar of Titles must make any recordings in the Register that are necessary because of the operation of this Act.
(2) On being requested to do so and on production of any relevant instrument or document, the Registrar-General must make all entries on records of enrolment of any Crown grant and on any memorial relating to any land concerned that are necessary because of the operation of this Act.
21 Certificates in relation to charges3
Section 268(1) of the Corporations Law is to be taken to have been complied with in respect of all charges of which National becomes the holder by virtue of this Act if there is lodged with the Australian Securities Commission a certificate signed by the Chief Executive Officer of National, stating that by virtue of this Act the undertaking of BNZ has become vested in National.
22 Other property
(a) any property (other than property to which section 19, 20 or 21 applies) becomes, under Part 2, the property of National; and
(b) any person or authority has, under any written law
, responsibility for keeping a register in respect of property of that kind—
(c) any requirement of that written law relating to the transfer of such property from one person to another is to be taken to have been complied with if there is lodged with that person or authority a certificate signed by the Chief Executive Officer of National stating that by virtue of Part 2 the undertaking of BNZ has become vested in National; and
(d) that person or authority, on being requested to do so and on delivery of any relevant instrument, is to make any amendments to that register which are necessary to make it accurately reflect the effect of Part 2.
23 Certificates conclusive
(1) For all purposes and in all courts, tribunals and proceedings, a certificate under this Act is conclusive evidence of the matters certified, except so far as the contrary is established.
(2) A document purporting to be a certificate under this Act is, unless the contrary is established, taken to be such a certificate and to have been properly given.
24 Application of banking laws
Except to the extent that an exemption is directly contemplated by, or is a necessary consequence of, this Act, nothing in this Act exempts National or BNZ from the provisions of any written law relating to companies carrying on the business of banking.
Minister's second reading speech—
Legislative Assembly: 20 March 1997
Legislative Council: 22 April 1997
The long title for the Bill for this Act was "A Bill to provide for the transfer to National Australia Bank Limited of the banking business of Bank of New Zealand and for other purposes."
The National Australia Bank and Bank of New Zealand Act 1997 was assented to on 29 April 1997 and came into operation as follows:
Part 1 (sections 1–5), section 14 on 29 April 1997: section 2(1); rest of Act on 1 May 1997: Government Gazette 1 May 1997 page 976.
Table of Amendments
This Version incorporates amendments made to the National Australia Bank and Bank of New Zealand Act 1997
by Acts and subordinate instruments.
Statute Law Amendment (Evidence Consequential Provisions) Act 2009, No. 69/2009
S. 54(Sch. Pt 1 item 38) on 1.1.10: s. 2(2)
This information relates only to the provision/s amending the National Australia Bank and Bank of New Zealand Act 1997