BARCLAYS BANK (TRANSFER OF BUSINESS) ACT (transferofbusiness)

BARCLAYS BANK (TRANSFER OF BUSINESS)

CHAPTER 257

BARCLAYS BANK

(TRANSFER OF BUSINESS) ACT

To provide for matters relating, consequential or incidental to the

transfer by public deed of the business in Malta of Barclays Bank

International Limited, including all assets and liabilities pertaining

thereto, and to provide for other matters connected with or incidental to,

any of the matters aforesaid.

(12th August, 1975) *

Enacted by ACT XXXIX of 1975.

This Act may be cited as the Barclays Bank (Transfer of

Business) Act.

(1) In this Act, unless the context otherwise requires -

"Barclays Bank" means the company known as Barclays Bank

International Limited and operating in Malta under a licence issued

under the Banking Act † , on the 15th day of February, 1971;

"Minister" means the Minister responsible for finance;

"operative date" means the date on which the transfer of the

relevant business is to take effect;

"relevant business" means the business of Barclays Bank in

Malta as on the operative date;

"security" includes any privilege, hypothec, mortgage, pledge,

debenture, guarantee, indemnity, undertaking and any other means

of securing payment or the discharge of a debt, liability or

obligation;

"transferee company" means the company designated by the

Minister as the transferee company for the purposes of this Act.

(2) Notwithstanding anything contained in any other law, or in

any deed, contract, instrument or other document whatsoever, the

provisions of this Act shall have effect, and in the event of any

conflict between a provision of this Act and the provision of any

other law or anything contained in any deed, contract, instrument or

document whatsoever, the provisions of this Act shall prevail.

(1) Where a public deed entered into between Barclays

Bank and the transferee company and having annexed thereto the

designation by the Minister of that company as the transferee

company transfers or purports to transfer the relevant business,

such deed shall with effect from the operative date, effect the

transfer of the whole of that business and -

(a) the inclusion in such transfer of the assets and

*See Government Notice No. 521 of 12th August 1975.

†Repealed by article 37 of Act XV of 1994. See the Banking Act (Cap. 371).

BARCLAYS BANK (TRANSFER OF BUSINESS)

liabilities pertaining to the business of Barclays Bank

in Malta shall comprise in such transfer all property of

any description, movable and immovable belonging to

the said bank and existing in Malta or relating to its

business in Malta on the operative date, and all rights,

real and personal, and all liabilities and obligations of

that bank relating to its business in Malta as on the

operative date, as well as any accessory or ancillary

right, including hypothecs, privileges, pledges,

suretyship and other rights securing any other right or

obligation;

(b) in respect of any immovable property or other

immovable thing and of any rights in or over such

property, including any privilege or hypothec,

comprised in any such transfer as aforesaid, such

transfer shall have effect in regard to third parties upon

the registration in the Public Registry of the public

deed effecting such transfer by means of a note

containing the designation of the parties to the deed

and the date and nature of such deed, without any

further compliance with any requirement of the law as

to the particulars and other indication of the thing,

property or right comprised in such transfer or with

any other requirement or formality; and

(c) the transfer of any right, liability or other obligation or

of any property or other thing, as aforesaid -

(i) shall not operate as a novation in any such right,

liability or obligation, and any such right,

liability or obligation shall continue to have

effect as if there were no change in the holder,

creditor or debtor thereof and as if they had

always been rights, liabilities or obligations of

the transferee company;

(ii) shall not operate as a breach of covenant or

condition, whether statutory or contractual or

give rise to any forfeiture;

(iii) shall not invalidate, release from or discharge

any contract or security;

(iv) shall not give rise to the payment of any

laudemium, premium, penalty or other payment

whatsoever.

(2) Nothing in subarticle (1) shall preclude the notary receiving

the deed whereby the transfer of the relevant business is effected

from entering in any appropriate register at the Public Registry or

in any note registered or enrolled in that registry such reference or

other annotation as may be appropriate in the circumstances.

(1) Without prejudice to the generality of the provisions of

article 3 of this Act, where the relevant business is transferred as

provided in that article -

(a) every contract relating to the relevant business in force

BARCLAYS BANK (TRANSFER OF BUSINESS)

on the operative date and to which Barclays Bank is a

party shall, on and after that date, continue to have

effect and be construed as if -

(i) the transferee company had been a party thereto

instead of Barclays Bank;

(ii) for any reference (however worded and whether

express or implied) to Barclays Bank there were

substituted, as respects anything falling to be

done on or after the operative date, a reference

to the transferee company; and

(iii) for any reference (however worded and whether

express or implied) to the directors or to a

director, officer or servant of Barclays Bank

there were substituted, as respects anything to be

done on or after the operative date, a reference

to the directors or to a director, officer or servant

(as the case may require) of the transferee

company;

and the provisions of sub-paragraphs (ii) and (iii) of

this paragraph shall apply to any other contract or

document relating to the relevant business and in force

on the operative date as they apply in relation to a

contract to which Barclays Bank is a party;

(b)

every account relating to the relevant business

between Barclays Bank and any other person shall on

and after the operative date become an account

between the transferee company and that other person

subject to the same terms, conditions and incidental

matters as applied before that date, and any such

account shall be deemed for all purposes to be a single

continuing account;

(c)

any instruction, direction, mandate, power of attorney,

authority or consent given to Barclays Bank in relation

to the relevant business and in force on the operative

date shall continue to have effect, on and after that

date, as if given to the transferee company;

(d)

any negotiable instrument or order for payment of

money, whether drawn, given, accepted or endorsed

before, on or after the operative date, which relates to

the relevant business and is expressed to be drawn on,

or given to, or accepted or endorsed by, Barclays

Bank, or payable at any place of business of Barclays

Bank, shall have effect, on and after the operative date,

as if it had been drawn on, or given to, or accepted or

endorsed by, the transferee company, or payable at the

same place of business of the transferee company, as

the case may require;

(e)

any security transferred to the transferee company

which immediately before the operative date was held

by Barclays Bank as security for the payment or

discharge of any debt, liability or obligation shall, on

BARCLAYS BANK (TRANSFER OF BUSINESS)

and after the operative date, be held by and be

available to the transferee company as security for the

payment or discharge of such debt, liability or

obligation; and any such security which extends to

future advances or liabilities shall, on and after the

operative date, be held by and be available to the

transferee company as security for future advances by

and future liabilities to the transferee company in the

same manner in all respects as future advances by or

liabilities to Barclays Bank were secured thereby

before that date;

(f)

any judgment or award obtained by or against Barclays

Bank in relation to the relevant business before the

operative date and not fully satisfied on that date shall,

on and after that date, be enforceable by or against the

transferee company.

(2) Where by the operation of any of the provisions of this Act

any right, liability or obligation becomes a right, liability or

obligation of the transferee company, that company and any other

person shall, on and after the operative date, have the same rights,

powers and remedies for ascertaining or enforcing that right,

liability or obligation as if it had at all times been a right, liability

or obligation of the transferee company, and any legal proceedings,

or any arbitration proceedings, or applications to any authority,

pending immediately before the operative date by or against

Barclays Bank, shall, on and after that date, be continued by or

against the transferee company.

(3) Where on or after the operative date any person dies leaving

property in Malta and by a will executed before that date appoints

or purports to appoint Barclays Bank to be executor thereof, such

will shall be construed to have effect as if for any reference therein

to Barclays Bank there were substituted a reference to the

transferee company.

(1) Where the relevant business is transferred as provided

in article 3 the Minister may, by order in the Gazette, extend to the

transferee company any provision of law which prior to such

transfer applied to Barclays Bank subject to such conditions and

with such modifications and reservations and in such manner and

for such time as he may deem appropriate; and the Minister may

also by a subsequent order in the Gazette add to, alter, vary or

revoke any previous order, without prejudice to the making of a

new order under this subarticle.

(2) The transfer of the relevant business to the transferee

company shall be exempt from the payment of duty on documents.