STATUTORY INSTRUMENTS.

S.I. No. 365 of 2001.

CENTRAL BANK ACT, 1971 (APPROVAL OF SCHEME OF TRANSFER BETWEEN ULSTER BANK LIMITED AND ULSTER BANK MARKETS LIMITED) ORDER, 2001

S.I. No. 365 of 2001

Central Bank Act, 1971 (Approval of Scheme of Ulster Bank Limited and Ulster Bank Markets Limited) Order, 2001

WHEREAS Ulster Bank Limited (the “Transferor”), incorporated in Northern Ireland and having its registered office at 11/16, Donegall Square East, Belfast BT1 5UB, holding a banking licence issued by The Financial Services Authority of the United Kingdom and carrying on banking business in the State pursuant to the European Communities (Licensing and Supervision of Credit Institutions) Regulations, 1992 ( S.I. No. 395 of 1992 ) has agreed with Ulster Bank Markets Limited (the “Transferee”), having its registered office at Ulster Bank Group Centre, George's Quay, Dublin 2, Ireland and holding a banking licence pursuant to Section 9 of the Central Bank Act, 1971 to transfer to the Transferee certain banking business to which the licence of the Transferor relates.

AND WHEREAS on 28 of February 2001, the Transferor and the Transferee submitted to the Minister for Finance for his approval a scheme for the transfer (in the following Order referred to as the “Scheme”) made by the Transferor and the Transferee on the 28 February 2001.

NOW I, Charlie McCreevy, Minister for Finance, after consultation with the Central Bank of Ireland and, in respect of Articles 4 to 9 of this Order, at the request of the Transferor and the Transferee, hereby, in exercise of the powers conferred on me by section 33 of the Central Bank, 1971 ( No. 24 of 1971 ), order as follows:

1.       This Order may be cited as the Central Bank Act, 1971 (Approval of Scheme of Ulster Bank Limited and Ulster Bank Markets Limited) Order, 2001.

2.       In this Order -

“Agreement” means the Transfer Agreement between the Transferor and the Transferee dated 28 February, 2001;

“Business” means, in so far as it relates to the European Communities (Licensing and Supervision of Credit Institutions) Regulations, 1992 ( S.I. No. 395 of 1992 ), all of the undertaking (other than the Excluded Assets as defined in the Agreement) of the Transferor in the State and the business of banking carried on by the Transferor in the State including (without limiting the generality of the foregoing) all the business of banking carried on in each of its branches in the State.

“Minister” means the Minister for Finance;

“Scheme” means the scheme dated 28 February 2001 submitted to the Minister for his approval by the Transferor and the Transferee pursuant to section 33 of the Central Bank Act, 1971 , and the Agreement;

“Securities” has the meaning defined in the Agreement;

“transfer date” means 1 October 2001 or such later date as the Transferor and the Transferee may agree in writing in accordance with the Scheme;

“Transferee” means Ulster Bank Markets Limited;

“Transferor” means Ulster Bank Limited;

3.       The Minister approves of the Scheme.

4.       All books and other documents which would before the transfer date have been evidence in respect of any matter for or against the Transferor, shall be admitted in evidence in respect of the same matter for or against the Transferee on and from the transfer date.

5.

(1)     On and from the transfer date -

(a)      the Bankers' Books Evidence Acts, 1879 to 1989, shall continue to apply with respect to any books of the Transferor transferred to the Transferee in connection with the Business and to entries made in those books before the transfer date as if such books were the books of the Transferee; and

(b)      for the purpose of section 4 of the Banker's Books Evidence Act, 1879, any book to which that Act applies by virtue of subparagraph (a) of this paragraph shall, on being proved to be in the custody of the Transferee, be deemed to be one of the ordinary books of the Transferee and any entry in that book purporting to have been made before the transfer date shall be deemed to have been made in the ordinary course of business.

(2)     In this Article “books” has the same meaning as “bankers' books” in the Bankers' Books Evidence Acts, 1879 to 1989.

6.       On and from the transfer date:

(1)     In respect of the Business, the Transferor shall, at the request of the Transferee, execute all instruments and do all such acts as may be necessary to transfer the property vested immediately before the transfer date in the Transferor as trustee, executor, guardian or in any other fiduciary capacity (as the case may be) to, and vest the same in, the Transferee in the same capacity upon the trusts and with and subject to the powers, provisions, liabilities and obligations applicable thereto respectively.

(2)     The Transferee shall be entitled to remuneration and to act as trustee, executor, guardian or in any other fiduciary capacity (as the case may be) at the same scale of fees and upon and subject to the same terms and conditions as were applicable to the Transferor immediately before the transfer date.

7.       Any contract of guarantee, indemnity or other contract of suretyship undertaken by the Transferor in favour of any person in the course of or incidental to the Business shall be transferred or deemed to have been transferred to the Transferee on the transfer date and shall become as and from that date a contract between the Transferee and that person with the same rights and subject to the same obligations and incidents (including rights of set-off) as would have been applicable to it if such contract between the Transferor and such person had continued and any order, instruction, direction, mandate or authority given, whether before or after that date, by that person in relation to any such contract and subsisting at the transfer date shall apply and have effect after the transfer of such contract to the Transferee as aforesaid and any monies due or owing by such person to the Transferor or by the Transferor to that person at that date under or by virtue of any such contract shall become due and payable by that person to the Transferee instead of the Transferor or by the Transferee instead of the Transferor to that person, as the case may be.

8.       Any Contract as defined in the Agreement entered into in the course of or incidental to or relating to the Business and any Securities in respect of that Business between the Transferor and any other party shall be transferred to and assumed by or deemed to have been transferred to and assumed by the Transferee on the transfer date and shall become as and from that date a contract, arrangement or obligation (as the case may be) between the Transferee and that person with the same rights and subject to the same obligations and incidents as would have been applicable to it if such contract, arrangement or obligation (as the case may be) between the Transferor and such person had continued without the substitution duly provided for and the Transferee together with each and every other party to such contract, arrangement or obligation shall be bound by its terms in every way as if the Transferee were party to it in substitution of the Transferor.

9.       On and from the transfer date, a reference (express or implied) to the Transferor in any Contract as defined in the Agreement entered into in the course of or incidental to or relating to the Business, and made or executed before the transfer date shall be read and construed as a reference to the Transferee.

10.     Any instruction, order, direction, mandate or authority given to any third party in relation to or for the benefit of the Transferor in relation to payments to any account comprising part of the Business and subsisting immediately before the transfer date shall be deemed on and following the transfer date to have been given to such third party in relation to or for the benefit of the Transferee.

(i)

EXPLANATORY NOTE

(This note is not part of the Instrument and does not purport to be a legal interpretation).

The Order approves the transfer of the banking business of Ulster Bank Limited to Ulster Bank Markets Limited in accordance with a transfer scheme submitted to the Minister for Finance. The effect of the Order is that the relevant provisions of Part III of the Central Bank Act, 1971 will apply to the transfer. The Order also makes provision for matters arising from and incidental to the transfer.