S.I. No. 470/2004 - Central Bank Act 1971 (Approval of Scheme of Transfer Between Citibank International Plc and Citibank Ireland Financial Services Plc) Order 2004

WHEREAS Citibank International plc (in this Order referred to as the “transferor”), having its registered office at Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, and which carries on its banking business in the State through its office at 1 North Wall Quay, Dublin 1, and is authorised to act as a credit institution in the State by virtue of the European Communities (Licensing and Supervision of Credit Institutions) Regulations 1992 ( S.I. No. 395 of 1992 ), has agreed with Citibank Ireland Financial Services plc (in this Order referred to as the “Transferee”), having its registered office at 1 North Wall Quay, Dublin 1, and being the holder of a licence under the Central Bank Act 1971 (No. 24 of 1971), to sell and transfer to the Transferee part of the undertaking and banking business which it is authorised to carry out in the State by virtue of the European Communities (Licensing and Supervision of Credit Institutions) Regulations 1992 ( S.I. No. 395 of 1992 ).

AND WHEREAS on 28 May 2004, 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 28 May 2004.

NOW I, CHARLIE McCREEVY, Minister for Finance, after consultation with the Central Bank and Financial Services Authority of Ireland and, in respect of Articles 4 to 8 of this Order, at the request of the Transferor and the Transferee, in exercise of the powers conferred on me by section 33 of the Central Bank Act 1971 (No. 24 of 1971), hereby order as follows:

1. This Order may be cited as the Central Bank Act 1971 (Approval of Scheme of Transfer between Citibank International plc and Citibank Ireland Financial Services plc) Order 2004.

2. In this Order—

“Minister” means the Minister for Finance;

“Scheme” means the Scheme of Transfer dated 28 May 2004 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 the partial transfer agreement between the Transferor and the Transferee dated 28 May 2004;

“transfer date” means 30 September 2004 or such later date as the Transferor and the Transferee may agree in writing in accordance with the Scheme;

“Transferee” means Citibank Ireland Financial Services plc;

“Transferor” means Citibank International plc.

3. The Minister approves of the Scheme.

4. In respect of the banking business agreed to be transferred, 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 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 purposes of section 4 of the Bankers’ Books Evidence Act 1879, any book to which the 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 therein 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 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 suretyship, letter of credit, loan agreement, lease, hire purchase agreement, deposit agreement, charge, mortgage, pledge, swap, option or other derivatives contract, bond, warrant or any other contract, agreement or instrument undertaken by the Transferor with any person in the course of or incidental to the banking business agreed to be transferred to the Transferee 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 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. All parts of the banking business of the Transferor agreed to be transferred to the Transferee under the Scheme and not otherwise transferred to the Transferee pursuant to the other provisions of this Order or sections 34 to 38 and section 42 of the Central Bank Act 1971 shall be transferred or deemed to have been transferred to the Transferee on the transfer date in accordance with the provisions of the Scheme.

EXPLANATORY NOTE.

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

This Order approves the partial transfer of the business carried on by Citibank International Plc in the Republic of Ireland to Citibank Ireland Financial Services Plc in accordance with the 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.