Central Bank Act 1971 (Approval of Scheme of Kbc Mortgage Bank and Kbc Bank Ireland Plc) Order, 2009

• Jurisdiction: Ireland
• Citation: IR SI 125/2009
• Year: 2009

S.I. No. 125 of 2009

CENTRAL BANK ACT 1971 (APPROVAL OF SCHEME OF KBC MORTGAGE BANK AND KBC BANK IRELAND PLC) ORDER 2009

WHEREAS

A. KBC Mortgage Bank (in the following Order referred to as the “Transferor”) is a private unlimited company with a share capital incorporated in Ireland under the Companies Acts 1963 to 2006 (no. 129761) on 4 March 1988 under the name Ayrsome Limited. On 31 January 1989, it changed its name to Irish Life Homeloans Limited. On 6 December 1999, it changed its name to IIB Homeloans Limited. On 24 October 2008, it changed its name to KBC Mortgage Bank. The Transferor carries on a banking business in Ireland from its registered office at Sandwith Street, Dublin 2 and is the holder of a licence in relation thereto granted on 24 October 2008 under Section 9 of the Central Bank Act 1971 .

B. KBC Bank Ireland plc (in the following Order referred to as the “Transferee”) is a public limited company incorporated in Ireland under the Companies Acts 1963 to 2006 (no. 40537) on 14 February 1973 under the name Irish Inter-Continental Holdings Limited. On 25 April 1973, it changed its name to Irish Intercontinental Bank Limited. On 10 January 2000, it changed its name to IIB Bank Limited. On 29 March 2006, it re-registered as a public limited company under the name IIB Bank plc. On 24 October 2008, it changed its name to KBC Bank Ireland plc. The Transferee carries on a banking business in Ireland from its registered office at Sandwith Street, Dublin 2 and is the holder of a licence in relation thereto granted on 17 May 1973 under Section 9 of the Central Bank Act 1971 .

AND WHEREAS on 26 February 2009 the Transferor and the Transferee submitted to the Minister for Finance for his approval the Scheme for Transfer (in the following Order referred to as the “Scheme”) made by the Transferor and the Transferee on 26 February 2009.

NOW I, BRIAN LENIHAN, Minister for Finance, after consultation with the Central Bank and Financial Services Authority of Ireland and, in respect of Articles 4 to 10 of this Order, at the request of the Transferor and the Transferee, hereby, in exercise of the powers conferred on me by section 33 of the Central Bank Act 1971 (No. 24 of 1971), order as follows:

S.I. No. 125 of 2009

CENTRAL BANK ACT 1971 (APPROVAL OF SCHEME OF KBC MORTGAGE BANK AND KBC BANK IRELAND PLC) ORDER 2009

Notice of the making of this Statutory Instrument was published in

“Iris Oifigiúil” of 10th April, 2009.

1. This Order may be cited as the Central Bank Act 1971 (Approval of Scheme of KBC Mortgage Bank and KBC Bank Ireland plc) Order 2009.

2. In this Order—

“Agreement” means the Transfer Agreement dated 26 February 2009 between the Transferor and the Transferee for the transfer of the Business and the Non-Scheme Business (as defined in the Agreement) from the Transferor to the Transferee;

“Business” means all the business, undertaking, property, assets, rights, liabilities and obligations of the Transferor to which the licence granted to the Transferor on 24 October 2008 under Section 9 of the Central Bank Act 1971 relates and including, without limitation, immediately before the Transfer Date, the goodwill of such business, the benefit of all accounts with customers and others in connection therewith and all monies owing to and securities held by the Transferor in respect thereof, all intellectual property relating to the said business, and all contracts, instruments, deeds and agreements entered into by the Transferor, all of the property, assets and undertakings referred to in Schedule 1 to the Agreement and including, without limitation, the Scheme Assets and the Scheme Liabilities, but excluding the Excluded Business;

“Excluded Business” means all assets, rights, contracts, arrangements, obligations and liabilities of the type set out in Schedule 2 to the Agreement to which the Transferor is party, or held by the Transferor, as...