S.I. No. 28/2000 - Central Bank Act, 1971 (Approval of Scheme of Ge Capital Woodchester Bank Limited and Investec Bank (Uk) Limited) Order, 2000

WHEREAS GE Capital Woodchester Bank Limited (hereinafter called “the Transferor”) having its registered office at Woodchester Finance, Golden Lane, Dublin 2 and being the holder of a licence under the Central Bank Act, 1971 (No. 24 of 1971) has agreed with Investec Bank (UK) Limited (hereinafter called “the Transferee”) having its registered office at 2 Gresham Street, London EC2V 7QP, England and carrying on banking business under the provisions of the European Communities (Licensing and Supervision of Credit Institutions) Regulations, 1992 ( S.I. No. 395 of 1992 ) through its branch in the State at Andersen House, 1 Harbourmaster Place, Custom House Dock, Dublin 1, to transfer to the Transferee the banking business to which the licence of the Transferor relates.

AND WHEREAS on the 30 November 1999 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 the 30 November 1999:

NOW I, CHARLIE McCREEVY, Minister for Finance, after consultation with the Central Bank of Ireland and, in respect of Articles 4 to 8 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:

1.

2.

“Minister” means Minister for Finance;

“Agreement” means the agreement referred to in the definition of “Scheme”;

“Scheme” means the scheme dated 30 November 1999 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 to the agreement between the Transferor and the Transferee dated 17 September 1999;

“transfer date” means the 31 March 2000 or such later date as the Transferor and the Transferee may agree in writing in accordance with the Scheme;

“Transferee” means Investec Bank (UK) Limited;

“Transferor” means GE Capital Woodchester Bank Limited.

3.

4.

5.

• (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 purpose of section 4 of the Bankers' Books Evidence Act, 1879, any book to which that Act applies by virtue of subparagraph (a) of this paragraph on being proved to be in custody of the Transferee, shall be deemed to be one of the ordinary books of the Transferee and any entry in those books 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.

• (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.

8.

• (a) be transferred to and assumed by or deemed to have been transferred to and assumed by, the Transferee on the transfer date, and

• (b) become as and from the transfer date a contract, arrangement, obligation or security (as the case may be) between the Transferee and that other person with the same rights and subject to the same obligations and incidents as would have been applicable thereto if such contract, arrangement, obligation or security (as the case may be) between the Transferor and such person had continued without the substitution duly provided for,

and the Transferee together with each and every other person concerned shall be bound by the terms of such contract, arrangement, obligation or security in every way as if the Transferee were party thereto in substitution of the Transferor.

• (2) The following are the categories of financial transactions or transaction of a similar nature referred to in paragraph (1) of this Article:

• (a) the rate risk business, as defined in the Agreement;

• (b) the structured finance arbitrage business, as in the Agreement;

• (c) documentary credits (to the extent that they comprise part of the banking business);

• (d) acceptance of bills of exchange (to the extent that they comprise part of the banking business);

• (e) foreign exchange contracts (to the extent that they comprise part of the banking business);

• (f) note issuance facilities (to the extent that they comprise part of the banking business);

• (g) certificates of deposit (to the extent that they comprise part of the banking business);

• (h) forward foreign exchange contracts (to the extent that they comprise part of the banking business); and

• (i) foreign exchange option contracts (to the extent that that they comprise part of the banking business).

EXPLANATORY NOTE.

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

This Order approves the transfer of part of the banking business of GE Capital Woodchester Bank Limited to Investec Bank (UK) Limited in accordance with a 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.