S.I. No. 52/2000 - Central Bank Act, 1971 (Approval of Scheme of Eurohypo European Mortgage Bank Plc and Europäische Hypothekenbank S.A.) Order, 2000

WHEREAS EUROHYPO European Mortgage Bank plc (in this Order referred to as the “Transferor”), having its registered office at George's Dock House, IFSC, Dublin 1, and being the holder of a licence under the Central Bank Act, 1971 (No. 24 of 1971), has agreed with Europäische Hypothekenbank S.A. (in this order referred to as the “Transferee”) having its registered office at 5 rue Höhennof, L-1736 Senningerberg, Luxembourg and being authorised to act as a credit institution in the State through its branch in the State at George's Dock House, IFSC, Dublin 1 under the European Communities (Licensing and Supervision of Credit Institutions) Regulations, 1992 ( S.I. No. 395 of 1992 ), to transfer to the Transferee the banking business to which the licence of the Transferor relates.

AND WHEREAS on 23 December 1999 the Transferor and the Transferee submitted to the Minister for Finance for his approval a scheme for the transfer (in this Order referred to as the “Scheme”) made by the Transferor and the Transferee on the 23 December 1999;

NOW I, CHARLIE McCREEVY, Minister for Finance, after consultation with the Central Bank of Ireland and, in respect of Articles 4 to 7 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 EUROHYPO European Mortgage Bank plc and Europäische Hypothekenbank S.A.) Order, 2000.

2. In this Order—

“Minister” means the Minister for Finance;

“Scheme” means the scheme dated 23 December 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 23 December 1999;

“transfer date” means the 24 April 2000 or such later date as the Transferor and the Transferee may agree in writing in accordance with the Scheme;

“Transferee” means Europäische Hypothekenbank S.A.;

“Transferor” means EUROHYPO European Mortgage Bank plc.

3. The Minister by virtue of this Order 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 on and from the transfer date.

5. (1) On and from the transfer date—

(a) the Bankers' Books Evidence Acts, 1879 to 1959, as amended, 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 1959, as amended.

6. (1) In respect of the banking business agreed 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 of suretyship undertaken by the Transferor with any person in the course of or incidental to the business of the Transferor agreed to be transferred shall be transferred or deemed to have been transferred to the Transferee on the transfer date and shall become on 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 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 owning 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.