Version No. 002
Australia and New Zealand Banking Group
Act 1970
No. 7959 of 1970
Version incorporating amendments as at 1 January 2010
TABLE OF PROVISIONS
Section
1
Short title and commencement
2
Division of Act into Parts
PART I—PRELIMINARY
3
4
5
6
Enactments
Definitions
Appointed day
6
6
7
PART II—TRANSFER OF UNDERTAKINGS OF AUSTRALIA
AND NEW ZEALAND BANK LIMITED AND THE ENGLISH,
SCOTTISH AND AUSTRALIAN BANK, LIMITED
6
7
8
9
Provisions of the Australia and New Zealand Banking Group
Act 1970 of the United Kingdom
Documents etc. to remain evidence
Repealed
Applications of enactments and documents
PART III—INCORPORATION OF AUSTRALIA AND NEW
ZEALAND SAVINGS BANK LIMITED IN VICTORIA AND
PRESERVATION OF IDENTITY THEREOF
10
11
12
13
Page
5
5
Definitions
Power to A.N.Z. Savings Bank to become a Victorian
company
Identity and continuity of A.N.Z. Savings Bank to be
preserved
A.N.Z. Savings Bank to cease to be subject to Part 11
Division 3 of No. 6839
i
8
8
8
9
9
11
11
11
13
14
Section
Page
PART IV—TRANSFER OF UNDERTAKING OF E. S. & A.
SAVINGS BANK LIMITED TO AUSTRALIA AND NEW
ZEALAND SAVINGS BANK LIMITED
14
15
16
17
18
19
20
21
Definitions
Transfer of undertaking
Saving of contracts etc.
Banking business
Actions etc. not to abate
Documents etc. to remain evidence
Repealed
Application of enactments and documents
PART V—GENERAL
22
15
15
16
17
18
20
20
20
21
22
Avoidance of doubt
__________________
22
SCHEDULES
23
SCHEDULE 1—Extracts from the Australia and New Zealand Banking
Group Act 1970 of the United Kingdom
23
SCHEDULE 2—Amendment and additions to Memorandum of
Association
29
═══════════════
ENDNOTES
30
1. General Information
30
2. Table of Amendments
31
3. Explanatory Details
32
ii
Version No. 002
Australia and New Zealand Banking Group
Act 1970
No. 7959 of 1970
Version incorporating amendments as at 1 January 2010
An Act to supplement by Legislation of the State of Victoria the
Australia and New Zealand Banking Group Act 1970 of the
United Kingdom relating to the Transfer to Australia and New
Zealand Banking Group Limited of the Undertakings of
Australia and New Zealand Bank Limited and The English,
Scottish and Australian Bank, Limited and for other purposes
incidental thereto and consequential thereon and to authorize
Australia and New Zealand Savings Bank Limited to become a
Company deemed to be incorporated in Victoria and to preserve
the Identity of the Company so incorporated with Australia and
New Zealand Savings Bank Limited an Existing Company
within the meaning of the Companies Acts 1948 to 1967 of the
United Kingdom and to provide for the Transfer to Australia and
New Zealand Savings Bank Limited of the Undertaking of
E.S. & A. Savings Bank Limited and for other purposes
incidental thereto.
Preamble
WHEREAS:
(1) By the Australia and New Zealand Banking
Group Act 1970 of the United Kingdom
provision is made for the transfer to Australia
and New Zealand Banking Group Limited of
the undertakings of Australia and New
Zealand Bank Limited and The English,
Scottish and Australian Bank, Limited and
for other purposes incidental thereto and
consequential thereon and to provide for the
incorporation of Australia and New Zealand
Savings Bank Limited in the State of
1
Australia and New Zealand Banking Group Act 1970
No. 7959 of 1970
Preamble
Victoria for the cesser of application to that
company of provisions of the Companies
Acts 1948 to 1967 of the United Kingdom
consequent upon such incorporation and for
other purposes incidental thereto:
(2) Australia and New Zealand Bank Limited
(hereafter referred to as "A.N.Z.") Australia
and New Zealand Banking Group Limited
(hereafter referred to as "the Bank") and The
English, Scottish and Australian Bank,
Limited (hereafter referred to as "E.S.A.")
are companies incorporated in the United
Kingdom and are companies within the
meaning of the Companies Acts 1948 to
1967 of the United Kingdom and are
companies limited by shares:
(3) A.N.Z. and E.S.A. each carry on in Victoria
as well as elsewhere in the Commonwealth
of Australia and overseas the business of
banking:
(4) By a scheme of arrangement sanctioned
under section 206 of the Companies Act
1948 of the United Kingdom and which took
effect on the 23rd day of June, 1969, A.N.Z.
and E.S.A. became wholly-owned
subsidiaries of the Bank:
(5) The said scheme of arrangement was
proposed with a view to the merger of the
undertakings of A.N.Z. and E.S.A.:
(6) On the 22nd day of May, 1969, the Treasurer
of the Commonwealth of Australia consented
to the transfer of the undertakings of A.N.Z.
and of E.S.A. in the said Commonwealth to
the Bank:
(7) To the extent to which the said Act of the
United Kingdom may not itself be wholly
effective to transfer to and vest in the Bank
the undertakings of A.N.Z. and E.S.A. it is
expedient that so far as it lies within the
legislative competence of this Parliament so
2
Australia and New Zealand Banking Group Act 1970
No. 7959 of 1970
Preamble
to do such transfer and vesting be rendered
wholly effective:
(8) The said Act of the United Kingdom contains
the provisions set forth in the First Schedule
hereto:
(9) Australia and New Zealand Savings Bank
Limited (hereafter referred to as "A.N.Z.
Savings Bank") is a company incorporated in
the United Kingdom and is a company within
the meaning of the Companies Acts 1948 to
1967 of the United Kingdom and is a
company limited by shares; and E.S. & A.
Savings Bank Limited (hereafter referred to
as "E.S.A. Savings Bank") is incorporated in
Victoria and is a company within the
meaning of the Companies Act 1961 of
Victoria and is a company limited by shares:
(10) A.N.Z. Savings Bank and E.S.A. Savings
Bank each carry on the business of a savings
bank in the Commonwealth of Australia and
elsewhere:
(11) A.N.Z. Savings Bank is a wholly-owned
subsidiary of A.N.Z. and E.S.A. Savings
Bank is a wholly-owned subsidiary of
E.S.A.:
(12) It is expedient in the interests of efficient and
effective banking that the undertakings of
A.N.Z. Savings Bank and E.S.A. Savings
Bank should be merged and that it should
occur by means of a transfer of the
undertaking of E.S.A. Savings Bank to
A.N.Z. Savings Bank:
(13) It is further expedient that the said
undertaking of E.S.A. Savings Bank should
be transferred as provided in this Act and that
the other provisions contained in this Act
relative thereto and consequential thereon
should be enacted:
3
Australia and New Zealand Banking Group Act 1970
No. 7959 of 1970
Preamble
(14) On the 22nd day of May, 1969, the Treasurer
of the Commonwealth of Australia consented
to the transfer of the undertaking of E.S.A.
Savings Bank to A.N.Z. Savings Bank:
(15) Having regard to the fact that the area of
operation of A.N.Z. Savings Bank is largely
in the Commonwealth of Australia, certain
advantages would accrue to A.N.Z. Savings
Bank if A.N.Z. Savings Bank were
incorporated under the laws of Victoria
instead of under the laws of England and
such incorporation would give A.N.Z.
Savings Bank greater flexibility in the pursuit
of its objectives in the Commonwealth of
Australia:
(16) The central management and control of
A.N.Z. Savings Bank was some time since
transferred from the United Kingdom to
Victoria with the consent of Her Majesty's
Treasury pursuant to section 468 of the
Income Tax Act 1952 of the United
Kingdom:
(17) No procedure exists whereby A.N.Z. Savings
Bank can be deemed to be a company
incorporated under the Companies Act
1961:
(18) Procedure by way of winding up and
dissolution of A.N.Z. Savings Bank and the
transfer of assets to a new company
incorporated in Victoria would involve loss
of identity of A.N.Z. Savings Bank and the
disturbance of its financial structure and
existing contracts and interfere with the
continuity of its operations, with
considerable attendant expense:
(19) It is expedient that A.N.Z. Savings Bank
should be enabled to become a company
incorporated under the Companies Act 1961
without any such loss of identity disturbance
interference and expense:
4
Australia and New Zealand Banking Group Act 1970
No. 7959 of 1970
s. 1
(20) The purposes of this Act cannot be effected
without the authority of the Parliament:
BE IT THEREFORE ENACTED by the Queen's Most
Excellent Majesty by and with the advice and consent of the
Legislative Council and the Legislative Assembly of Victoria
in this present Parliament assembled and by the authority of
the same as follows (that is to say):
1 Short title and commencement
(1) This Act may be cited as the Australia and New
Zealand Banking Group Act 1970.
(2) This Act shall come into operation on the
publication of a notice by the Governor in Council
in the Government Gazette that the Australia and
New Zealand Banking Group Act 1970 of the
United Kingdom has come into operation in the
United Kingdom.
2 Division of Act into Parts
This Act shall be divided into Parts as follows:
Part I— Preliminary.
Part II— Transfer of undertakings of Australia
and New Zealand Bank Limited and the
English, Scottish and Australian Bank,
Limited.
Part III—Incorporation of Australia and New
Zealand Savings Bank Limited in
Victoria and preservation of identity
thereof.
Part IV—Transfer of undertaking of E. S. & A.
Savings Bank Limited.
Part V— General.
_______________
5
Australia and New Zealand Banking Group Act 1970
No. 7959 of 1970
Part I—Preliminary
s. 3
PART I—PRELIMINARY
3 Enactments
(1) In this Act enactment means an enactment in this
Act or in any public general or local or private Act
or in any order, rule or regulation made under any
Act.
(2) Any reference in this Act to any enactment shall
be construed as a reference to that enactment as
applied, extended or amended by or by virtue of
any subsequent enactment including any
enactment in this Act.
4 Definitions
In this Act, unless the subject or context otherwise
requires—
the appointed day means such day as may be
appointed under section 5 of this Act;
the Bank means Australia and New Zealand
Banking Group Limited;
the existing banks means Australia and New
Zealand Bank Limited and the English,
Scottish and Australian Bank, Limited, and
existing bank shall be construed
accordingly;
A.N.Z. Savings Bank means Australia and New
Zealand Savings Bank Limited;
E.S.A. Savings Bank means E. S. & A. Savings
Bank Limited;
land includes any estate or interest in land;
will includes a codicil and any other testamentary
writing.
6
Australia and New Zealand Banking Group Act 1970
No. 7959 of 1970
Part I—Preliminary
s. 5
5 Appointed day1
The Governor in Council may by Order published
in the Government Gazette appoint a day for the
purposes of this Act.
_______________
7
s. 6
Australia and New Zealand Banking Group Act 1970
No. 7959 of 1970
Part II—Transfer of Undertakings of Australia and New Zealand Bank
Limited and the English, Scottish and Australian Bank, Limited
PART II—TRANSFER OF UNDERTAKINGS OF AUSTRALIA
AND NEW ZEALAND BANK LIMITED AND THE ENGLISH,
SCOTTISH AND AUSTRALIAN BANK, LIMITED
6 Provisions of the Australia and New Zealand
Banking Group Act 1970 of the United Kingdom
(1) On and after the appointed day the provisions of
subsections (1) of sections 6 and 7 and sections 8
and 9 of the Australia and New Zealand Banking
Group Act 1970 of the United Kingdom
interpreted in the manner required by section 4 of
that Act shall be deemed to have like force and
effect as if enacted as part of this Act.
(2) Without either extending or restricting by
implication the operation of subsection (1) no
contract of employment to which that subsection
applies shall be deemed to be terminated for the
purposes either of any enactment or of any other
rule of law that may be relevant.
(3) The production of a copy of this Act printed by
the Government Printer shall on and after the
appointed day be conclusive evidence in all courts
and proceedings of the transfer of the
undertakings of the existing banks to the Bank and
of their vesting in the Bank.
7 Documents etc. to remain evidence
(1) Any book or other document which if this Act had
not been passed would have been evidence in
respect of any matter for or against an existing
bank shall, on and after the appointed day, be
admitted in evidence in respect of the same matter
for or against the Bank.
S. 7(2)
substituted by
No. 69/2009
s. 54(Sch. Pt 1
item 2.1).
(2) In this section document has the same meaning as
in the Evidence Act 2008.
8
Australia and New Zealand Banking Group Act 1970
No. 7959 of 1970
Part II—Transfer of Undertakings of Australia and New Zealand Bank
Limited and the English, Scottish and Australian Bank, Limited
*
*
*
*
*
9 Applications of enactments and documents
(1) Subject to the provisions of this section, where—
(a) any enactment other than an enactment in
this Act; or
(b) any document whensoever made or
executed—
contains any reference express or implied to an
existing bank other than in relation to or in
connexion with an excluded asset as defined in
section 4 of the Australia and New Zealand
Banking Group Act 1970 of the United Kingdom
such reference shall, on and after the appointed
day and except where the context otherwise
requires, be read, construed and have effect as a
reference to the Bank.
(2) Notwithstanding anything in the preceding
subsection where in pursuance thereof a reference
to an existing bank in any document constituting
or relating to any pension scheme, provident fund
or officers' guarantee fund of that existing bank in
force immediately before the appointed day is to
be read, construed and have effect as a reference
to the Bank, for the purpose of ascertaining and
calculating the right to benefit thereunder, service
or employment with that existing bank prior to the
appointed day shall be taken into account as if it
were service or employment with the Bank, but
the coming into force of this section shall not of
itself give rise to any claim to benefit under any
such scheme or fund or operate to cause a person
9
S. 8
repealed by
No. 69/2009
s. 54(Sch. Pt 1
item 2.3).
s. 9
Australia and New Zealand Banking Group Act 1970
No. 7959 of 1970
Part II—Transfer of Undertakings of Australia and New Zealand Bank
Limited and the English, Scottish and Australian Bank, Limited
to become a member of another pension scheme,
provident fund or officers' guarantee fund.
(3) Without prejudice to the generality of subsection
(1), where by any order of the court or by any
trust deed, settlement, covenant or agreement or
where by any will, whether made or executed
before, on or after the appointed day, an existing
bank (whether alone or with any other person)
was or is granted letters of administration or
appointed trustee, executor, guardian or in any
other fiduciary capacity, such order, trust deed,
settlement, covenant, agreement or will shall not
fail by reason of anything in this Act but shall as
from the appointed day be read and construed and
have effect as if for any reference therein to that
existing bank there was substituted a reference to
the Bank.
(4) Without prejudice to the generality of subsection
(1), where by virtue of the Australia and New
Zealand Banking Group Act 1970 of the United
Kingdom or this Act any land under the operation
of the Transfer of Land Act 1958 of which an
existing bank is the registered proprietor is vested
in the Bank, the Bank shall, notwithstanding
anything to the contrary in any Act or law, be
deemed to be the registered proprietor thereof, and
the land may be dealt with accordingly.
(5) Nothing in this Act shall exempt the Bank from
the provisions of any enactment relating to
companies carrying on the business of banking.
_______________
10
Australia and New Zealand Banking Group Act 1970
No. 7959 of 1970
Part III—Incorporation of Australia and New Zealand Savings Bank Limited
in Victoria and Preservation of Identity Thereof
PART III—INCORPORATION OF AUSTRALIA AND NEW
ZEALAND SAVINGS BANK LIMITED IN VICTORIA AND
PRESERVATION OF IDENTITY THEREOF
10 Definitions
In this Part, unless the subject or context
otherwise requires—
Companies Act 1948 means the Companies Act
1948 of the United Kingdom;
Companies Act 1961 means the Companies Act
1961 of Victoria;
Registrar means the Registrar of Companies;
date of assumption means the date of delivery by
A.N.Z. Savings Bank to the Registrar of
documents pursuant to section 11.
11 Power to A.N.Z. Savings Bank to become a
Victorian company
(1) At any time after A.N.Z. Savings Bank has been
authorized by the law of the United Kingdom to
become incorporated under the law of Victoria
A.N.Z. Savings Bank may deliver to the Registrar
(who shall retain and register the same) the
documents referred to in the next succeeding
subsection and thereupon—
(a) A.N.Z. Savings Bank shall be deemed to be a
company limited by shares incorporated
under the Companies Act 1961;
(b) the Registrar shall issue a certificate of
incorporation accordingly;
(c) the certificate of incorporation shall be
conclusive evidence that the requirements of
this section have been complied with and
that A.N.Z. Savings Bank is for all purposes
deemed to be incorporated as a company
11
s. 10
s. 11
Australia and New Zealand Banking Group Act 1970
No. 7959 of 1970
Part III—Incorporation of Australia and New Zealand Savings Bank Limited
in Victoria and Preservation of Identity Thereof
limited by shares under the Companies Act
1961; and
(d) the Companies Act 1961 shall apply to
A.N.Z. Savings Bank as if the date of
assumption were the date of incorporation.
(2) The documents to be lodged with the Registrar
shall be—
(a) a copy of the Act of the United Kingdom
authorizing A.N.Z. Savings Bank to become
incorporated under the law of Victoria;
(b) a notice of the situation of its registered
office in Victoria;
(c) a copy of the Memorandum of Association
of A.N.Z. Savings Bank, which on and from
the date of assumption shall be in the form as
already registered under section 346 of the
Companies Act 1961 as amended from time
to time by special resolution of A.N.Z.
Savings Bank and subject also to the
amendments and additions specified in the
Second Schedule;
(d) a copy of the Articles of Association of
A.N.Z. Savings Bank in such form as A.N.Z.
Savings Bank, prior to the date of
assumption, shall have adopted as its Articles
of Association to take effect on and from the
date of assumption;
(e) a statement specifying—
(i) the nominal share capital of A.N.Z.
Savings Bank in Australian currency
and the number and classes of shares
into which it is divided; and
(ii) the number of shares issued and the
amount paid on each share.
12
Australia and New Zealand Banking Group Act 1970
No. 7959 of 1970
Part III—Incorporation of Australia and New Zealand Savings Bank Limited
in Victoria and Preservation of Identity Thereof
(3) The documents required to be lodged under the
last preceding subsection shall be verified by
statutory declaration of any two or more directors
of A.N.Z. Savings Bank.
(4) On the lodging with the Registrar of the
documents referred to in subsection (2) there shall
be paid to the Registrar a fee of $3144.50 but no
other fee shall be payable by A.N.Z. Savings Bank
in connexion with A.N.Z. Savings Bank becoming
a company deemed to be incorporated under the
Companies Act 1961.
12 Identity and continuity of A.N.Z. Savings Bank to be
preserved
(1) Australia and New Zealand Savings Bank Limited
as deemed to be incorporated under the
Companies Act 1961 shall for all purposes be and
be deemed to be the same company as A.N.Z.
Savings Bank existing under the Companies Act
1948 and the continuity status and operation of
A.N.Z. Savings Bank shall not in any way be
affected nor shall any property, powers, rights,
authorities, duties, functions, liabilities or
obligations of A.N.Z. Savings Bank or any legal
or other proceedings instituted or to be instituted
by or against A.N.Z. Savings Bank be affected.
(2) Without limiting the generality of the foregoing
provisions of this section it is hereby declared that
section 50 and subsection (2) of section 52 of the
Companies Act 1961 do not apply to A.N.Z.
Savings Bank.
13
s. 12
s. 13
Australia and New Zealand Banking Group Act 1970
No. 7959 of 1970
Part III—Incorporation of Australia and New Zealand Savings Bank Limited
in Victoria and Preservation of Identity Thereof
13 A.N.Z. Savings Bank to cease to be subject to Part
11 Division 3 of No. 6839
On the issue of a certificate of incorporation by
the Registrar pursuant to this Act A.N.Z. Savings
Bank shall cease to be a company registered under
Division 3 of Part XI of the Companies Act 1961
and the provisions of that Division shall cease to
apply to A.N.Z. Savings Bank and (subject to
subsection (2) of section 12) the Companies Act
1961 shall apply to A.N.Z. Savings Bank in all
respects as if it were a company originally
incorporated in Victoria as a company limited by
shares.
_______________
14
Australia and New Zealand Banking Group Act 1970
No. 7959 of 1970
Part IV—Transfer of Undertaking of E. S. & A. Savings Bank Limited to
Australia and New Zealand Savings Bank Limited
PART IV—TRANSFER OF UNDERTAKING OF E. S. & A.
SAVINGS BANK LIMITED TO AUSTRALIA AND NEW
ZEALAND SAVINGS BANK LIMITED
14 Definitions
In this Part, unless the subject or context
otherwise requires—
excluded assets means—
(a) any document required to be kept by
E.S.A. Savings Bank pursuant to the
provisions of the Companies Act 1961;
(b) any land which is vested in belongs to
or is held by E.S.A. Savings Bank
otherwise than in the capacity of trustee
or by way of security—
and excluded asset shall be construed
accordingly;
in the capacity of trustee means (whether alone or
jointly with any other person)—
(a) as trustee or custodian trustee of any
trust deed, settlement, covenant,
agreement or will and whether
originally so appointed or not, and
whether appointed under hand or seal
or by order of any court or otherwise
howsoever;
(b) as executor of the will of a deceased
person;
(c) as administrator of the estate of a
deceased person;
(d) as judicial trustee appointed by order of
any court; or
(e) in any other fiduciary capacity
whatsoever;
15
s. 14
s. 15
Australia and New Zealand Banking Group Act 1970
No. 7959 of 1970
Part IV—Transfer of Undertaking of E. S. & A. Savings Bank Limited to
Australia and New Zealand Savings Bank Limited
liabilities means duties and obligations of every
description but does not include any duty or
obligation of E.S.A. Savings Bank relating to
an excluded asset;
property means property and assets of every
description wheresoever situate and includes
securities, rights and powers of every
description except any right or power of
E.S.A. Savings Bank relating to an excluded
asset;
security means a mortgage (whether legal or
equitable), charge, debenture, bill of
exchange, promissory note, guarantee, lien,
pledge or other means of securing the
payment of a debt, whether present or future,
or the discharge of an obligation or liability,
whether actual or contingent;
the undertaking of E.S.A. Savings Bank means
the business and all of the property except
any excluded asset vested in or belonging to
or held by E.S.A. Savings Bank immediately
before the appointed day and all of the
liabilities to which E.S.A. Savings Bank was
subject immediately before that day except
those relating to excluded assets.
15 Transfer of undertaking
(1) On the appointed day the undertaking of E.S.A.
Savings Bank shall by virtue of this Act be
transferred to and vest in A.N.Z. Savings Bank.
(2) The production of a copy of this Act printed by
the Government Printer shall on and after the
appointed day be conclusive evidence in all courts
and proceedings of the transfer of the undertaking
of E.S.A. Savings Bank to A.N.Z. Savings Bank
and of the vesting of the undertaking in A.N.Z.
Savings Bank.
16
Australia and New Zealand Banking Group Act 1970
No. 7959 of 1970
Part IV—Transfer of Undertaking of E. S. & A. Savings Bank Limited to
Australia and New Zealand Savings Bank Limited
(3) If any portion of the undertaking of E.S.A.
Savings Bank cannot be vested in A.N.Z. Savings
Bank by virtue of this Act because transfers of
that portion are governed otherwise than by the
law of Victoria then E.S.A. Savings Bank shall so
soon as is practicable after the appointed day take
all necessary steps for the purpose of securing that
the portion is effectively transferred to A.N.Z.
Savings Bank.
16 Saving of contracts etc.
Subject to the provisions of this section, all
contracts, agreements, conveyances, deeds, leases,
licences and other instruments or undertakings
entered into by or made with or addressed to
E.S.A. Savings Bank (whether alone or with any
other person) before and in force on the appointed
day shall on and after that day to the extent that
they were previously binding upon or enforceable
against E.S.A. Savings Bank be binding and of
full force and effect in every respect against or in
favour of A.N.Z. Savings Bank as fully and
effectually as if, instead of E.S.A. Savings Bank,
A.N.Z. Savings Bank had been a party thereto or
bound thereby or entitled to the benefit thereof:
Provided that the provisions of this subsection
shall not apply to any contract, agreement,
conveyance, deed, lease, licence, instrument or
undertaking relating to an excluded asset.
And provided further that no director, secretary or
auditor of E.S.A. Savings Bank shall by virtue
only of this Act become a director, secretary or
auditor (as the case may be) of A.N.Z. Savings
Bank.
17
s. 16
s. 17
Australia and New Zealand Banking Group Act 1970
No. 7959 of 1970
Part IV—Transfer of Undertaking of E. S. & A. Savings Bank Limited to
Australia and New Zealand Savings Bank Limited
17 Banking business
Without prejudice to the generality of the
foregoing provisions of this Part, the following
provisions shall have effect with relation to the
banking business of E.S.A. Savings Bank—
(a) the relationship between E.S.A. Savings
Bank and a customer or depositor at any
office or branch or agency of E.S.A. Savings
Bank shall on and after the appointed day be
between A.N.Z. Savings Bank and such
customer or depositor and shall give rise to
the same rights and the same duties
(including rights of set-off) as would have
existed before that day if such relationship
had been between A.N.Z. Savings Bank and
the customer or depositor and so that any
instruction, order, direction, mandate or
authority given by such customer or
depositor to E.S.A. Savings Bank and
subsisting at or given after the appointed day
shall, unless and until revoked or cancelled,
be deemed to have been given to A.N.Z.
Savings Bank;
(b) any security held by E.S.A. Savings Bank as
security for the payment of debts or
liabilities (whether present or future, actual
or contingent) of any person shall be
transferred or deemed to be transferred to
A.N.Z. Savings Bank on the appointed day
and shall be held by and be available to
A.N.Z. Savings Bank as security for the
payment of such debts and liabilities to
A.N.Z. Savings Bank; and where the security
extends to future advances to or to future
liabilities of such person, the said security
shall on and after that day be held by and be
available to A.N.Z. Savings Bank as security
for future advances to the said person by, and
18
Australia and New Zealand Banking Group Act 1970
No. 7959 of 1970
Part IV—Transfer of Undertaking of E. S. & A. Savings Bank Limited to
Australia and New Zealand Savings Bank Limited
future liabilities of the said person to, A.N.Z.
Savings Bank to the same extent to which
future advances by, or liabilities to, E.S.A.
Savings Bank were secured thereby
immediately before that day;
(c) A.N.Z. Savings Bank shall, in relation to any
security transferred or deemed to have been
transferred to it in accordance with or by
virtue of the provisions of this Act and the
moneys thereby secured, be entitled to the
same rights and priorities and subject to the
same obligations and incidents as E.S.A.
Savings Bank would have been entitled and
subject to if the same had continued to be
held by E.S.A. Savings Bank;
(d) the custody of any document, goods or thing
held by E.S.A. Savings Bank as bailee for
any other person at any office or branch of
such bank shall be transferred or deemed to
be transferred to A.N.Z. Savings Bank on the
appointed day and the rights and obligations
of E.S.A. Savings Bank under any contract
of bailment relating to such document, goods
or thing shall be transferred or deemed to be
transferred on that day to A.N.Z. Savings
Bank;
(e) any negotiable instrument or order for
payment of money, whether drawn, given,
accepted or endorsed before, on or after the
appointed day, which is expressed to be
drawn on, or given to, or accepted or
endorsed by, E.S.A. Savings Bank, or
payable at any place of business of E.S.A.
Savings Bank shall have the same effect on
and after the appointed day as if it had been
drawn on, or given to, or accepted or
endorsed by, A.N.Z. Savings Bank, or
19
s. 17
s. 18
Australia and New Zealand Banking Group Act 1970
No. 7959 of 1970
Part IV—Transfer of Undertaking of E. S. & A. Savings Bank Limited to
Australia and New Zealand Savings Bank Limited
payable at the same place of business of
A.N.Z. Savings Bank.
18 Actions etc. not to abate
Any action, arbitration or proceeding and any
cause of action, arbitration or proceeding which
shall on the appointed day be pending or existing
by, against or in favour of E.S.A. Savings Bank
shall not abate or be discontinued or be in any
way prejudicially affected by reason of the
provisions of this Act, but the same may be
prosecuted, continued and enforced by, against or
in favour of A.N.Z. Savings Bank as and when it
might have been prosecuted, continued and
enforced by, against or in favour of E.S.A.
Savings Bank if this Act had not been passed:
Provided that this section shall not apply to any
action, arbitration or proceeding or to any cause of
action, arbitration or proceeding relating to an
excluded asset.
19 Documents etc. to remain evidence
(1) Any book or other document which if this Act had
not been passed would have been evidence in
respect of any matter for or against E.S.A. Savings
Bank shall, on and after the appointed day, be
admitted in evidence in respect of the same matter
for or against A.N.Z. Savings Bank.
S. 19(2)
substituted by
No. 69/2009
s. 54(Sch. Pt 1
item 2.2).
S. 20
repealed by
No. 69/2009
s. 54(Sch. Pt 1
item 2.3).
(2) In this section document has the same meaning as
in the Evidence Act 2008.
*
*
*
20
*
*
Australia and New Zealand Banking Group Act 1970
No. 7959 of 1970
Part IV—Transfer of Undertaking of E. S. & A. Savings Bank Limited to
Australia and New Zealand Savings Bank Limited
21 Application of enactments and documents
(1) Subject to the provisions of this section, where—
(a) any enactment other than an enactment in
this Act; or
(b) any document whensoever made or
executed—
contains any reference express or implied to
E.S.A. Savings Bank, such reference shall, on and
after the appointed day and except where the
context otherwise requires, be read, construed and
have effect as a reference to A.N.Z. Savings Bank:
Provided that this subsection shall not apply to
any reference to E.S.A. Savings Bank in relation
to an excluded asset in an enactment or document.
(2) Without prejudice to the generality of subsection
(1), where by virtue of this Act any land under the
operation of the Transfer of Land Act 1958 of
which E.S.A. Savings Bank is the registered
proprietor is vested in A.N.Z. Savings Bank,
A.N.Z. Savings Bank shall, notwithstanding
anything to the contrary in any Act or law, be
deemed to be the registered proprietor thereof, and
the land may be dealt with accordingly.
(3) Nothing in this Act shall exempt A.N.Z. Savings
Bank from the provisions of any enactment
relating to companies carrying on the business of
banking.
_______________
21
s. 21
Australia and New Zealand Banking Group Act 1970
No. 7959 of 1970
Part V—General
s. 22
PART V—GENERAL
22 Avoidance of doubt
For the avoidance of doubt it is hereby declared—
(a) that the entry of the Bank upon or the use
enjoyment or occupation by the Bank of any
land on or after the appointed day as tenant,
sub-tenant or licensee of or under an existing
bank or of or under E.S.A. Savings Bank
shall not constitute an assignment, transfer,
devolution, parting with possession or other
disposition of that land for the purpose of
any provision relating to assignment,
transfer, devolution, parting with possession
or other disposition contained in any
instrument in existence on the appointed day
and relating to that land;
(b) that no transfer or vesting effected by virtue
of this Act shall invalidate or discharge any
contract or security.
__________________
22
Australia and New Zealand Banking Group Act 1970
No. 7959 of 1970
Sch. 1
SCHEDULES
FIRST SCHEDULE
EXTRACTS FROM THE AUSTRALIA AND NEW ZEALAND
BANKING GROUP ACT 1970 OF THE UNITED KINGDOM
4 In this Act, unless the subject or context otherwise
requires—
"the appointed day" means such day as may be
appointed under section 5 (Appointed day)
of this Act;
"the bank" means Australia and New Zealand
Banking Group Limited;
"excluded assets" means—
(a) any document required to be kept by an
existing bank pursuant to the provisions
of the Companies Acts 1948 to 1967;
(b) shares in Esanda Limited;
(c) shares in A.N.Z. Investments Limited;
(d) any loan by an existing bank to A.N.Z.
Investments Limited;
(e) shares in E. S. & A. Savings Bank
Limited;
(f) shares in Britannia Investment
Company Pty. Limited; and
(g) any land situate outside the United
Kingdom which is vested in, belongs to
or is held by an existing bank otherwise
than in the capacity of trustee or by way
of security—
and "excluded asset" shall be construed
accordingly;
23
Section 6(1).
Australia and New Zealand Banking Group Act 1970
No. 7959 of 1970
Sch. 1
"the existing banks" means Australia and New
Zealand Bank Limited, and The English,
Scottish and Australian Bank, Limited and
"existing bank" shall be construed
accordingly;
"in the capacity of trustee" means (whether alone
or jointly with any other person)—
(a) as trustee or custodian trustee of any
trust deed, settlement, covenant,
agreement or will and whether
originally so appointed or not, and
whether appointed under hand or seal
or by order of any court or otherwise
howsoever;
(b) as executor of the will of a deceased
person;
(c) as administrator of the estate of a
deceased person;
(d) as judicial trustee appointed by order of
any court; or
(e) in any other fiduciary capacity
whatsoever;
"the indebtedness of an existing bank to the Bank"
means and includes all debts whatsoever
which shall be owing by that existing bank to
the Bank immediately before the appointed
day;
"land" includes any estate, interest or right in, over
or under land;
"liabilities" means duties and obligations of every
description but does not include any duty or
obligation of an existing bank relating to an
excluded asset;
24
Australia and New Zealand Banking Group Act 1970
No. 7959 of 1970
Sch. 1
"property" means property and assets of every
description wheresoever situate of an
existing bank, and includes securities, rights
and powers of every description, except any
right or power of an existing bank relating to
an excluded asset;
"security" means a mortgage (whether legal or
equitable), charge, debenture, bill of
exchange, promissory note, guarantee, lien,
pledge or other means of securing the
payment of a debt, whether present or future,
or the discharge of an obligation or liability,
whether actual or contingent;
"the undertaking of an existing bank" means the
business and all of the property, except any
excluded asset, vested in or belonging to or
held by that existing bank immediately
before the appointed day and all of the
liabilities, except the indebtedness of that
existing bank to the Bank, to which that
existing bank shall be subject immediately
before that day; and
"will" includes a codicil and any other
testamentary writing.
6
(1) On the appointed day the undertakings of the
existing banks shall by virtue of this Act be
transferred to and vest in the Bank and the
indebtedness of the existing banks to the
Bank shall by virtue of this Act be wholly
cancelled and extinguished.
7
(1) Subject to the provisions of this section, all
contracts, agreements, conveyances, deeds,
leases, licences and other instruments or
undertakings entered into by or made with or
addressed to an existing bank (whether alone
or with any other person) before and in force
on the appointed day shall on and after that
25
Australia and New Zealand Banking Group Act 1970
No. 7959 of 1970
Sch. 1
day to the extent that they were previously
binding upon and enforceable against the
existing bank, be binding and of full force
and effect in every respect against or in
favour of the Bank as fully and effectually as
if, instead of an existing bank, the Bank had
been a party thereto or bound thereby or
entitled to the benefit thereof:
Provided that the provisions of this subsection
shall not apply to the indebtedness of an existing
bank to the Bank (or to any part of such
indebtedness), or to any contract, agreement,
conveyance, deed, lease, licence, instrument or
undertaking relating to an excluded asset.
And provided further that no director, secretary or
auditor of an existing bank shall by virtue only of
this Act become a director, secretary or auditor (as
the case may be) of the Bank.
8 Without prejudice to the generality of the
foregoing provisions of this Act, the following
provisions shall have effect with relation to the
banking businesses of the existing banks—
(a) the relationship between an existing bank
and a customer at any office or branch of that
existing bank shall on and after the appointed
day be between the Bank and such customer
and shall give rise to the same rights and the
same duties (including rights of set-off) as
would have existed before that day if such
relationship had been between the Bank and
the customer, and so that any instruction,
order, direction, mandate or authority given
by such customer to the existing bank and
subsisting at or given after the appointed day
shall, unless and until revoked or cancelled
be deemed to have been given to the Bank;
26
Australia and New Zealand Banking Group Act 1970
No. 7959 of 1970
Sch. 1
(b) any security held by an existing bank as
security for the payment of debts or
liabilities (whether present or future, actual
or contingent) of any person shall be
transferred or deemed to be transferred to the
Bank on the appointed day and shall be held
by and be available to the Bank as security
for the payment of such debts and liabilities
to the Bank; and where the security extends
to future advances or to future liabilities of
such person, the said security shall as on and
after that day be held by and be available to
the Bank as security for future advances to
the said person by, and future liabilities of
the said person to, the Bank to the same
extent to which future advances by, or
liabilities to the existing bank were secured
thereby immediately before that day;
(c) the Bank shall, in relation to any security
transferred or deemed to have been
transferred to it in accordance with or by
virtue of the provisions of this Act and the
moneys thereby secured, be entitled to the
same rights and priorities and subject to the
same obligations and incidents as the
existing bank from which the same has been
transferred or deemed to have been
transferred would have been entitled and
subject to if the same had continued to be
held by the said existing bank;
(d) the custody of any document, goods or thing
held by an existing bank as bailee for any
other person at any office or branch of such
existing bank shall be transferred or deemed
to be transferred to the Bank on the
appointed day and the rights and obligations
of such existing bank under any contract of
bailment relating to such document, goods or
27
Australia and New Zealand Banking Group Act 1970
No. 7959 of 1970
Sch. 1
thing shall be transferred or deemed to be
transferred on that day to the Bank;
(e) any negotiable instrument or order for
payment of money, whether drawn, given,
accepted or endorsed before, on or after the
appointed day, which is expressed to be
drawn on, or given to, or accepted or
endorsed by, an existing bank, or payable at
any place of business of an existing bank
shall have the same effect on and after the
appointed day as if it had been drawn on, or
given to, or accepted or endorsed by, the
Bank, or payable at the same place of
business of the Bank.
9 Any action, arbitration or proceeding and any
cause of action, arbitration or proceeding which
shall on the appointed day be pending or existing
by, against or in favour of an existing bank shall
not abate or be discontinued or be in any way
prejudicially affected by reason of the provisions
of this Act, but the same may be prosecuted,
continued and enforced by, against or in favour of
the Bank as and when it might have been
prosecuted, continued and enforced by, against or
in favour of an existing bank if this Act had not
been passed:
Provided that this section shall not apply to any
action, arbitration or proceeding or to any cause of
action, arbitration or proceeding relating to an
excluded asset.
_______________
28
Australia and New Zealand Banking Group Act 1970
No. 7959 of 1970
Sch. 2
SECOND SCHEDULE
AMENDMENT AND ADDITIONS TO MEMORANDUM OF
ASSOCIATION
Provisions to
be Amended
Amendment
Heading
For the expression "The Companies Act 1948" there shall
be substituted the expression "The Companies Act
1961".
Clause 2
For the word "England" there shall be substituted the
word "Victoria".
Clause 3
In paragraph (c) of the clause for the words "the Public
Trustee Act 1925 as subsequently amended" there shall
be substituted the words "the Public Trustee Act 1958 as
subsequently amended or under any corresponding or
similar legislation for the time being in force in any State
or Territory of the Commonwealth of Australia or in any
other place in which the Company carries on business".
In paragraph (p) of the clause for the word "England"
there shall be substituted the word "Victoria".
Clause 5
The following new clause shall be substituted—
"The capital of the Company is $14 000 000 divided
into 14 000 000 shares of $1 each.".
═══════════════
29
Section 11(2).
Australia and New Zealand Banking Group Act 1970
No. 7959 of 1970
Endnotes
ENDNOTES
1. General Information
The Australia and New Zealand Banking Group Act 1970 was assented to
on 7 April 1970 and came into operation on 21 August 1970: Government
Gazette 21 August 1970 page 2911.
30
Australia and New Zealand Banking Group Act 1970
No. 7959 of 1970
Endnotes
2. Table of Amendments
This Version incorporates amendments made to the Australia and New
Zealand Banking Group Act 1970 by Acts and subordinate instruments.
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Statute Law Amendment (Evidence Consequential Provisions) Act 2009,
No. 69/2009
Assent Date:
24.11.09
Commencement Date:
S. 54(Sch. Pt 1 item 2) on 1.1.10: s. 2(2)
Current State:
This information relates only to the provision/s
amending the Australia and New Zealand Banking
Group Act 1970
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
31
Australia and New Zealand Banking Group Act 1970
No. 7959 of 1970
Endnotes
3. Explanatory Details
1
S. 5: The appointed day is 1 October 1970: see Government Gazette
23 September 1970 page 3187.
32