Alliance & Leicester Group Treasury plc (Transfer) Bill [HL]—continued
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7      Distributable profits or reserves of A&L
    Without prejudice to the provisions of section 6 (Accounting provisions) of this Act, for the purpose of ascertaining on the appointed day what profits or reserves, if any, are capable of lawful distribution by A&L, any profits or reserves of ALGT which were capable of lawful distribution by ALGT at the end of its last financial year shall be deemed to have become capable of lawful distribution by A&L immediately after that last financial year.

8      Evidence: books and documents
(1)    All books and other documents which would, before the appointed day, have been evidence in respect of any matter for or against ALGT shall be admissible in evidence in respect of the same matter for or against A&L.
(2)    In this section “documents” has the same meaning as in section 10 of the Civil Evidence Act 1968 (c. 64).

9      Application of Bankers' Books Evidence Act 1879 (c. 11)
(1)    On and from the appointed day the Bankers' Books Evidence Act 1879 shall apply to the books of ALGT vested in A&L by virtue of this Act, and to entries made in those books before that day, as if such books were the books of A&L, and as if at the time that any such entries were made A&L was a banker within the meaning of that Act.
(2)    For the purposes of section 4 of the said Act of 1879, books which have become the books of A&L by virtue of this Act shall be deemed to have been the ordinary books of A&L at the time of the making of any entry therein which purports to have been made before the appointed day, and any such entry shall be deemed to have been made in the usual and ordinary course of business.
(3)    In this section “books” shall be construed in accordance with section 9(2) of the said Act of 1879.

10     Evidence of vesting
(1)    The production of a Queen's Printer's copy of this Act shall, for all purposes, be conclusive evidence of the vesting of any property and liabilities of ALGT in A&L in accordance with the provisions of this Act.
(2)    The following provisions of this section have effect without prejudice to the generality of subsection (1) above.
(3)    A Queen's Printer's copy of this Act shall, in relation to any registered securities within the meaning of the Stock Transfer Act 1963 (c. 18) vested in A&L in accordance with the provisions of this Act, operate for all the purposes of the said Act of 1963 as a duly executed stock transfer in respect of the transfer of such securities from ALGT to A&L.
(4)    Any document made or executed on or after the appointed day, whereby A&L or ALGT, whether alone or jointly with any other person, conveys or transfers, or purports to convey or transfer, to any person (whether for consideration or not), or applies to be registered as the holder or proprietor of, any property held by ALGT immediately before the appointed day, whether alone or jointly with any other person, shall be sufficient evidence that the interest of ALGT in that property—
(a)    in the case of such a document referring to the property as property held by A&L, has been vested in A&L under this Act; and
(b)    in the case of such a document referring to the property as property held by ALGT, has not been so vested.
(5)    Where there is any other transaction by A&L or ALGT on or after the appointed day in connection with, or in relation to, any property or liability which is property or a liability of ALGT immediately before that day, it shall be deemed in favour of any other party to the transaction, or any person claiming through or under him, that A&L or, as the case may be, ALGT has full power and authority for that transaction as if—
(a)    in the case of a transaction by A&L, the property or liability had been vested in it under this Act; and
(b)    in the case of a transaction by ALGT, the property or liability had not been so vested.
(6)    A certificate given jointly by or on behalf of ALGT and A&L, whether given before, on or after the appointed day, that any property or liability specified in the certificate is or is not at the date so specified vested in A&L under this Act, shall be conclusive evidence for all purposes of the fact so certified.
(7)    Nothing in subsections (4) and (5) above affects the liability of ALGT or A&L to the other of them in respect of anything done, or purporting to have been done, by either of them in connection with, or in relation to, any property or liability.
(8)    In this section “convey” has the same meaning as in the Law of Property Act 1925 (c. 20).

11     Vesting of interests in land and other property
    The vesting of any land or other property by virtue of this Act shall not—
(a)    constitute a purchase or creation of an interest in land for the purposes of section 30(2) of the Landlord and Tenant Act 1954 (c. 56) or constitute a relevant disposal within the meaning of section 4 of the Landlord and Tenant Act 1987 (c. 31) for the purposes of that Act; or
(b)    constitute an assignment, transfer, devolution, alienation, parting with possession or other disposition of property or of an interest in property for the purposes of any provision in any deed or other instrument, contract (whether in writing or not) or order of any court concerning that property or that interest; or
(c)    give rise to any forfeiture; or
(d)    invalidate or discharge any contract, security interest or other thing; or
(e)    require further registration in respect of any security interest; or
(f)    cause the benefit of any contract, permission, licence or privilege enjoyed by ALGT or A&L to be or to be liable to be lost or surrendered or otherwise affected, or require the disposal by ALGT or A&L of any interest, otherwise than as provided for in this Act; or
(g)    relieve any person under an obligation to ALGT of a corresponding obligation to A&L; or
(h)    constitute a breach of, or a default under, or require any obligation to be performed sooner or later than would have otherwise been the case under, any contract or instrument to which A&L or ALGT is a party or is bound; or
(i)    allow any party to a contract to terminate that contract when he would not otherwise have been able to terminate it; or
(j)    entitle any party to any contract to which A&L or ALGT is a party to vary the terms of that contract when he would not otherwise have been able to vary those terms or confer a right or benefit on him which he would not otherwise have had; or
(k)    cause the imposition of any greater or lesser obligations on any party to any contract to which ALGT or A&L is a party when that greater or lesser obligation would not otherwise have been imposed; or
(l)    operate so as to merge any leasehold interest in the reversion expectant on it.

12     Dissolution of ALGT
(1)    ALGT shall by virtue of this Act be dissolved on the day on which, in pursuance of a request made by or on behalf of A&L at any time after the appointed day, the registrar of companies strikes ALGT off the register.
(2)    Notwithstanding section 654 of the Companies Act 1985 (c. 6) (property of a dissolved company), on the day on which ALGT is struck off the register under subsection (1) above all seals, books and documents not included in the undertaking of ALGT transferred to A&L on the appointed day shall, by virtue of this Act, be transferred to A&L and, where so required to be kept at a place in England, shall be kept by A&L at such a place.

13     Saving for enactments concerning banking institutions
    Nothing in this Act shall exempt A&L from the provisions of any enactment regulating the carrying on of the business of A&L.

14     Application of section 101 of Building Societies Act 1986 (c. 53)
    It is hereby declared for the avoidance of doubt that the vesting of the undertaking of ALGT in A&L by virtue of this Act is not an acquisition of the undertaking by A&L for the purpose of section 101(4) of the Building Societies Act 1986.

15     Application to Scotland and Northern Ireland
(1)    This Act shall extend to Scotland and Northern Ireland.
(2)    In this Act in its application to Scotland—
    “assignment” includes an assignation;
    “bailee” includes a custodier, and “contract of bailment” includes any other contract regulating custody of things;
    “convey” includes the execution of any deed or other instrument or document by which any property, or any estate, interest, security or other right in or over property, is constituted, completed, disponed, assigned, transmitted or discharged;
    “debenture” includes a floating charge or any instrument containing a floating charge;
    “forfeiture” includes irritancy;
    “judgment” includes a decree;
    “leasehold interest” means the interest of the lessee of land under a lease or, as the case may be, the interest of the sub-lessee of land under a sub-lease;
    “mortgage” includes a standard security, an assignation or disposition ex facie absolute and any agreement qualifying the same, a bond and disposition or assignation in security, a cash credit bond and disposition or assignation in security, an assignation in security and any real right or burden of whatever kind in the nature of a security whether or not constituted in respect of a heritable security; and
    “reversion” means the interest of a landlord in land subject to a lease or, as the case may be, the interest of the lessee of land who is the landlord under a sub-lease.
(3)    In the application of this Act to Scotland—
(a)    all standard securities and cash credit bonds and dispositions or assignations in security expressed to be in favour of ALGT vested in A&L by or under this Act shall, on and from the appointed day, have the same effect in favour of A&L up to such maximum amounts as may be stated therein respectively in all respects as if they had been originally granted in favour of A&L for such maximum amounts;
(b)    to enable A&L to complete a title, if thought fit, to any property vested in it by virtue of this Act by notice of title or otherwise, or to deduce title, this Act shall be deemed to be, and may be used as, a general disposition, conveyance or, as the case may be, assignation of such property in favour of A&L;
(c)    for the reference in subsection (2) of section 8 (Evidence: books and documents) of this Act to section 10 of the Civil Evidence Act 1968 (c. 64) there shall be substituted reference to section 17 of the Law Reform (Miscellaneous Provisions) (Scotland) Act 1968 (c. 70);
(d)    in section 10 (Evidence of vesting) of this Act, subsection (8) shall be omitted.
(4)    In the application of this Act to Northern Ireland—
(a)    for the reference in subsection (2) of section 8 (Evidence: books and documents) of this Act to section 10 of the Civil Evidence Act 1968 there shall be substituted reference to section 6 of the Civil Evidence Act (Northern Ireland) 1971 (c. 36 (N.I.));
(b)    the references in subsection (3) of section 10 (Evidence of vesting) of this Act to the Stock Transfer Act 1963 (c. 18) shall include references to the Stock Transfer Act (Northern Ireland) 1963 (c. 24 (N.I.)); and for the reference in subsection (8) of that section to the Law of Property Act 1925 (c. 20) there shall be substituted reference to the Conveyancing Act 1881 (c. 41);
(c)    for paragraph (a) of section 11 (Vesting of interests in land and other property) of this Act, there shall be substituted the following:—

    “(a)    constitute a purchase or creation of an estate for the purposes of article 13(4) of the Business Tenancies (Northern Ireland) Order 1996 (S.I 1996/725 (N.I.5)); or”.

16     Costs of Act
     The costs, charges and expenses preliminary to, and of and incidental to, the preparing, obtaining and passing of this Act shall be paid by A&L and may in whole or in part be paid out of revenue.


 
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Prepared 26 January 2001