S.I. No. 28/2000 - Central Bank Act, 1971 (Approval of Scheme of Ge Capital Woodchester Bank Limited and Investec Bank (Uk) Limited) Order, 2000.

WHEREAS GE Capital Woodchester Bank Limited (hereinafter called “the Transferor”) having its registered office at Woodchester Finance, Golden Lane, Dublin 2 and being the holder of a licence under the Central Bank Act, 1971 (No. 24 of 1971) has agreed with Investec Bank (UK) Limited (hereinafter called “the Transferee”) having its registered office at 2 Gresham Street, London EC2V 7QP, England and carrying on banking business under the provisions of the European Communities (Licensing and Supervision of Credit Institutions) Regulations, 1992 ( S.I. No. 395 of 1992 ) through its branch in the State at Andersen House, 1 Harbourmaster Place, Custom House Dock, Dublin 1, to transfer to the Transferee the banking business to which the licence of the Transferor relates.

AND WHEREAS on the 30 November 1999 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 30 November 1999:

NOW I, CHARLIE McCREEVY, Minister for Finance, after consultation with the Central Bank of Ireland and, in respect of Articles 4 to 8 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 Act, 1971 (No. 24 of 1971), order as follows:

1. This Order may be cited as the Central Bank Act, 1971 (Approval of Scheme of GE Capital Woodchester Bank Limited and Investec Bank (UK) Limited) Order, 2000.

2. In this Order—

“Minister” means Minister for Finance;

“Agreement” means the agreement referred to in the definition of “Scheme”;

“Scheme” means the scheme dated 30 November 1999 submitted to the Minister for his approval by the Transferor and the Transferee pursuant to section 33 of the Central Bank Act, 1971 (No. 24 of 1971), and to the agreement between the Transferor and the Transferee dated 17 September 1999;

“transfer date” means the 31 March 2000 or such later date as the Transferor and the Transferee may agree in writing in accordance with the Scheme;

“Transferee” means Investec Bank (UK) Limited;

“Transferor” means GE Capital Woodchester Bank Limited.

3. The Minister hereby approves of the Scheme.

4. All books and other documents which would, before the transfer date, have been then 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 as 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 banking business agreed to be transferred 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 Bankers' Books Evidence Act, 1879, any book to which that Act applies by virtue of subparagraph (a) of this paragraph on being proved to be in custody of the Transferee, shall be deemed to be one of the ordinary books of the Transferee and any entry in those books 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. (1) In respect of the banking business to be transferred, 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 or suretyship undertaken by the Transferor with any person in the course of or incidental to the business of the Transferor 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 obligations and incidents (including rights of set-off) as would have been applicable thereto 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 and owing by such person to the Transferor 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.

8. (1) Any contract, arrangement, obligation or security between the Transferor and any other person in respect of the categories, set out in paragraph (2) of this Article, of financial transactions or transaction of a similar nature to such transactions shall—

(a) be transferred to and assumed by or deemed to have been transferred to and assumed by, the Transferee on the transfer date, and

(b) become as and from the transfer date a contract, arrangement, obligation or security (as the case may be) between the Transferee and that other person with the same rights and subject to the same obligations and incidents as would have been applicable thereto if such contract, arrangement, obligation or security (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 person concerned shall be bound by the terms of such contract, arrangement, obligation or security in every way as if the Transferee were party thereto in substitution of the Transferor.

(2) The following are the categories of financial transactions or transaction of a similar nature referred to in paragraph (1) of this Article:

(a) the rate risk business, as defined in the Agreement;

(b) the structured finance arbitrage business, as in the Agreement;

(c) documentary credits (to the extent that they comprise part of the banking business);

(d) acceptance of bills of exchange (to the extent that they comprise part of the banking business);

(e) foreign exchange contracts (to the extent that they comprise part of the banking business);

(f) note issuance facilities (to the extent that they comprise part of the banking business);

(g) certificates of deposit (to the extent that they comprise part of the banking business);

(h) forward foreign exchange contracts (to the extent that they comprise part of the banking business); and

(i) foreign exchange option contracts (to the extent that that they comprise part of the banking business).

EXPLANATORY NOTE.

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

This Order approves the transfer of part of the banking business of GE Capital Woodchester Bank Limited to Investec Bank (UK) 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.