Asset Covered Securities Act, 2001

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Transfer of business or assets from one credit institution to another.

58.—(1) A designated credit institution may transfer to another credit institution (including one that is not a designated credit institution) the whole or part of its business, or all of its assets or such of those assets as it specifies, but only with the approval of the relevant person and in accordance with this section.

(2) A credit institution that is not a designated credit institution may transfer to a designated credit institution the whole or any specified part of its business, or all of its assets or such of those assets as it specifies, but only with the approval of the relevant person and in accordance with this section.

(3) If the Minister's approval is required for a transfer under this section, the Minister is required to consult the Authority before approving the transfer.

(4) The transferor credit institution and transferee credit institution are required to jointly submit to the relevant person for approval a scheme for the proposed transfer of the business or assets concerned. The scheme must contain such details as that person may require with respect to that business or those assets and must specify the date or dates on which the transfer is to take place or how that date or those dates are to be ascertained.

(5) As a prerequisite to giving approval under this section, the relevant person may impose on the parties to the proposed transfer such conditions relating to the scheme as that person thinks necessary for the purpose of—

(a) safeguarding the interests of the parties to the transfer and of persons who have financial obligations in respect of the business or assets concerned,

(b) ensuring an orderly transfer of that business or those assets, and

(c) providing for publication of the proposed transfer.

(6) On being satisfied that a scheme submitted under subsection (4) will achieve the purpose referred to in subsection (5) and that the conditions (if any) imposed by that person in respect of the scheme have been or will be complied with, the relevant person—

(a) shall, by order, approve a transfer of the business or assets concerned, and

(b) shall publish a notice giving particulars of the transfer in one or more daily newspapers circulating in the State.

(7) The relevant person may, by further order, vary an approval under subsection (6). If such an approval is varied, the relevant person shall publish a notice giving particulars of the variation in one or more daily newspapers circulating in the State.

(8) A transfer of a business or assets under this section takes effect—

(a) subject to any conditions imposed on the approval of the transfer, and

(b) on the date or dates specified in the scheme.

(9) On the transfer of a business or assets under this section—

(a) the transferee credit institution has the same rights (including priorities) and obligations in respect of that business or those assets as the transferor credit institution had immediately before the transfer took effect, and

(b) the transferor ceases to have those rights and obligations.

(10) A transfer of an asset under this section, whether specifically or as part of a transfer of a business, does not need to be registered under the Registration of Deeds Act, 1707, the Bills of Sale (Ireland) Acts, 1879 and 1883, the Companies Act, 1963 , the Registration of Title Act, 1964 , and any other Act that provides for the registration of assets or details of them. For the purposes of any of those Acts that would apply to it but for this subsection, such a transfer has effect as a deed registered on the date on which it took effect.

(11) If legal proceedings are pending immediately before the time when a transfer under this section takes effect, those proceedings are to continue. At that time, the transferee credit institution—

(a) replaces the transferor credit institution as a party to the proceedings, and

(b) assumes the same rights and obligations in relation to those proceedings as the transferor credit institution had immediately before that time.

(12) For the purposes of this section, a transferor credit institution is associated with the transferee credit institution if—

(a) either of the institutions is the beneficial owner of not less than 90 per cent of the issued share capital of the other institution (whether directly or indirectly through any other person or persons), or

(b) a body corporate (other than the transferor or transferee credit institution) is the beneficial owner of not less than 90 per cent of the issued share capital of each of the institutions (whether directly or indirectly through any other person or persons).

(13) In this section—

“assets” means mortgage credit assets, public credit assets or substitution assets, or any securities, contracts of guarantee or indemnity or contracts of insurance relating to any such assets or any other assets connected with all or any part of a business of a credit institution;

“relevant person” means, if the relevant credit institutions are not associated, the Minister or, if the relevant credit institutions are associated, the Authority;

“security” includes mortgage, assignment, charge, lien, pledge and encumbrance.