National Treasury Management Agency (Amendment) Act 2014

• (d) any obligation or liability undertaken by the Agency consequent upon the performance by the Agency of a function to which the delegation or declaration relates shall be of the same force and effect as if the obligation or liability had been undertaken by the State authority concerned,

• (e) a function of a State authority that is delegated by the delegation or to which the declaration relates shall, notwithstanding the delegation or declaration, as the case may be, continue to be vested in the State authority but shall be so vested concurrently with the Agency so as to be capable of being performed by either the State authority concerned or the Agency, but shall be performed by the State authority concerned only if, and to the extent that, a direction under subsection (8) applies to it, and

• (f) the delegation or declaration shall not remove or derogate from the responsibility of any Minister of the Government to Dáil Éireann, or from the responsibility of that Minister as a member of the Government, in relation to the performance by that Minister of any function to which the delegation or declaration relates.

• (8) The Minister may—

• (a) at the request of the Taoiseach in the case of delegated claims against the State or the Attorney General, and

• (b) at the request of a relevant Minister of the Government and after consultation with the Attorney General in the case of all other delegated claims, if he or she is of the opinion that it is in the interests of the State to do so, give the Agency a direction (which it shall comply with) not to begin, or to discontinue, managing any delegated claim specified in the direction and, following such a direction, the claim concerned shall not be managed or further managed by the Agency.

35. Functions of Attorney General

35. (1) The claims management functions shall, in so far as section 6(1) of the Ministers and Secretaries Act 1924 applies to them, be performed by the Agency on behalf of the Attorney General.

• (2) The Attorney General may, for the purposes of subsection (1), request the Agency to furnish to him or her information in relation to such matters as he or she may specify concerning or relating to the performance by the Agency of the claims management functions; and the Agency shall comply with any such request.

• (3) The Attorney General may, for the purposes of subsection (1) and where he or she is satisfied that the interests of the State so require, give the Agency such directions (whether of a general or a particular nature) as he or she considers appropriate in relation to the performance by the Agency of the claims management functions; and the Agency shall comply with any such directions.

• (4) Without prejudice to the generality of subsection (3), a direction under that subsection may direct the Agency not to begin, or to discontinue, managing any delegated claim or class of delegated claims specified in the direction and such a direction shall remain in force for a period ending on—

• (a) in the case of a delegated claim, the giving by the Minister of a direction under section 34(8) in relation to the delegated claim so specified,

• (b) the revocation by the Government under section 34(7) of a delegation in relation to the delegated claim or class of delegated claims so specified, or

• (c) the expiration of a period of 30 days commencing on the date of the giving of the first-mentioned direction whichever occurs first.

• (5) If the Attorney General gives a direction under subsection (3) he or she shall, as soon as practicable, inform the Taoiseach, the Minister and the relevant Minister of the Government that he or she has done so.

• (6) The Attorney General may, whenever he or she considers it necessary or expedient to do so for the purposes of subsection (1), give general guidelines to the Agency and the Agency shall perform the claims management functions in accordance with any such guidelines.

• (7) In this section the “claims management functions” means the functions referred to in section 33(1).

36. Satisfaction of claims for costs

36. (1) The Agency may, out of advances made by the Minister under subsection (8), pay—

• (a) the amount of any costs incurred from time to time by the Agency in respect of the services of professional and other expert advisers in relation to a delegated claim,

• (b) the amount of any costs comprising the amount due, as agreed by the Agency and a claimant or (in default of agreement) as taxed or ascertained in accordance with rules of court, to the claimant concerned in respect of a delegated claim, and

• (c) the amount of interest (if any) payable on any of the amounts referred to in paragraphs (a) and (b).

• (2) A payment under subsection (1) may be in respect of any amount referred to in paragraph (a), (b) or (c), or part thereof.

• (3) A State authority on whose behalf an amount is paid under subsection (1) shall, at the request of the Agency, pay to the Agency the amount so paid not later than 30 days from the receipt by it of the request concerned.

• (4) Where a State authority contravenes subsection (3), it shall pay to the Agency the amount to which the request under that subsection relates, together with interest thereon, in respect of the period commencing on the expiration of the 30 days referred to in that subsection and ending on the date of the payment by the State authority concerned of the said amount, calculated at the rate or rates at which, during that period, interest on moneys deposited with the Central Bank of Ireland by the Exchequer is calculated.

• (5) All moneys received by the Agency under subsections (3) and (4) shall be paid into the Post Office Savings Bank Fund.

• (6) Where a State authority has an entitlement, as mentioned in section 32(b), to be paid an amount of costs the reference in subsection (1)(b) to the amount of any costs to be paid to a claimant in respect of a delegated claim shall be construed as a reference to the net amount of such costs following the set-off of the amount of costs due to the State authority as mentioned in section 32(b).

• (7) Where the amount of costs in favour of a State authority, as mentioned in section 32(b), exceeds the total of the amounts referred to in paragraphs (a), (b) and (c) of subsection (1) in respect of the delegated claim concerned, the Agency shall, as soon as practicable, pay the excess to such an authority.

• (8) The Minister may, for the purposes of subsection (1), advance moneys from the Post Office Savings Bank Fund to the Agency.

• (9) If the Government makes an order under section 34(1) in relation to a claim for costs or a class of such claim, the power of the Minister under subsection (8) may be exercised by the Agency in relation to the claim or class of claim concerned.

• (10) The Minister may give directions or guidelines to the Agency in relation to the exercise by it of the power conferred on it by subsection (9) ; and the Agency shall comply with any such directions and exercise that power in accordance with any such guidelines.

PART 6 Ireland Strategic Investment Fund

37. Interpretation

37. In this Part—

“company” means—

• (a) a company within the meaning of the Companies Acts, or

• (b) a body established under the laws of a state other than the State and corresponding to a body referred to in paragraph (a);

“credit institution” has the same meaning as in the Central Bank Act 1997;

“directed investment” means—

• F2[(a) an investment made by the Agency pursuant to a direction under section 42, 42A, 42B or 47(4)(b) or the proceeds held by the Agency pursuant to a direction under section 47(4)(c);]

• (b) a shareholding or other interest that the Agency holds as a result of underwriting an issue of securities pursuant to such F3[a direction,]

• F3[(c) a shareholding or other interest in a credit institution transferred into the Fund under section 46(3), or

• (d) an investment made by the National Pensions Reserve Fund Commission pursuant to a direction under section 19A, 19AA or 19B of the National Pensions Reserve Fund Act 2000 before the Fund constitution date (within the meaning of Schedule 4);]

“direction” means a direction in writing;

“Fund” means the Ireland Strategic Investment Fund;

“Fund investment vehicle” means a company or other body corporate referred to in section 41(4)(d).

38. Ireland Strategic Investment Fund

38. (1) There shall be a new fund to be known as the Ireland Strategic Investment Fund (referred to in this Part as the “Fund”).

• (2) The assets and liabilities of the National Pensions Reserve Fund established under section 18 of the National Pensions Reserve Fund Act 2000 shall become assets and liabilities of the Fund on the coming into operation of this Part (but subject to the provisions of Schedule 4 in the case of certain foreign assets and foreign liabilities which shall be regarded as remaining assets and liabilities of the National Pensions Reserve Fund until their transfer to the Agency in accordance with that Schedule).

• (3) Ownership of the Fund shall vest in the Minister.

39. Investment policy for Fund

39. (1) The Agency shall hold or invest the assets of the Fund (other than directed investments) on a commercial basis in a manner designed to support economic activity and employment in the State.

• (2) The assets held or invested in accordance with subsection (1) shall be held or invested so as to seek to secure such rates of return as the Agency considers appropriate having regard to F4[the level of risk to the assets, including any risk posed by environmental, social or governance matters of relevance to such holding or investing].

• (3) If and to the extent that it is not reasonably practicable to hold or invest any assets of the Fund in accordance with subsection (1), the assets shall be held or invested on a commercial basis with a view to seeking to secure such rates of return as appears to the Agency to be an appropriate return having regard to—

• (a) the time at which it appears likely to be reasonably practicable to hold or invest the assets in accordance with subsection (1), and

• F4[(b) the level of risk to the assets, including any risk posed by environmental, social or governance matters of relevance to the holding or investing of the assets in accordance with this subsection.]

• (4) In determining what is an appropriate rate of return to seek to secure for the purposes of subsection (2) or (3), the Agency may aim for different levels of return for different investments and types of investments provided that it seeks to secure, over the long term, in relation to the assets of the Fund (taken as a whole) a rate of return greater than the annual interest cost of the general government debt (that is, the total gross debt at nominal value of the general government of the State, as arrived at in accordance with Council Regulation (EC) No. 479/2009 of 25 May 2009 ¹ as amended by Council Regulation (EU) No. 679/2010 of 26 July 2010 ²) averaged over 5 years.

• (5) The assets of the Fund may be held or invested in or outside the State.

• (6) All income, capital and other benefits received in respect of holdings or investments shall be paid into the Fund.

• (7) This section is subject to the terms on which any assets of the Fund are held or invested on the coming into operation of this section.

40. Investment strategy for Fund

40. (1) The Agency shall determine, monitor and keep under review an investment strategy for the assets of the Fund (other than directed investments) in accordance with section 39.

• (2) In determining and reviewing the investment strategy, the Agency shall—

• (a) have regard to the Agency’s function under section 22, and

• (b) seek to ensure that investments do not have a negative impact on the net borrowing of the general government of the State for any year (as arrived at in accordance with Council Regulation (EC) No. 479/2009 of 25 May 2009 as amended by Council Regulation (EU) No. 679/2010 of 26 July 2010).

• F5[(2A) The Agency shall include in the investment strategy a description of how the Agency incorporates the consideration of the risk to the assets of the Fund posed by environmental, social or governance matters of relevance to the holding and investment of the assets of the Fund in accordance with section 39, including a description of—

• (a) the basis on which the Agency identifies categories of investment in which the assets of the Fund shall not be invested in light of those matters, and

• (b) the categories of investment (if any) which have been so identified at the date of the publication of that investment strategy.]

• (3) In determining and reviewing the investment strategy the Agency shall consult the Minister and the Minister for Public Expenditure and Reform and have regard to any views expressed by them.

• (4) For the purpose of formulating views for the purposes of subsection (3) the Minister may consult with any other Minister of the Government as the Minister considers appropriate having regard to the functions of that other Minister.

• F6[(5) The Agency shall publish the investment strategy on a website maintained by, or on behalf of, the Agency.]

41. Management of Fund

41. (1) The Fund shall be controlled and managed by the Agency.

• (2) The Agency shall hold and invest the assets of the Fund (other than directed investments) in accordance with the provisions of this Part and the investment strategy prepared under it.

• (3) The Agency shall—

• (a) authorise payments from the Fund to the Exchequer and such other payments from the Fund as may be required for the management of the Fund,

• (b) accept payments made, or assets transferred, to the Fund under section 46, and

• (c) accept funds or assets for the benefit of the Fund from sources other than the Central Fund, if so directed by the Minister.

• (4) The Agency may—

• (a) hold assets of the Fund in any such manner as it considers appropriate (including in bank accounts for the Fund opened and maintained by it, including accounts in currencies other than the currency of the State),

• (b) invest assets of the Fund in any such manner as it thinks appropriate (whether directly or through investment managers), including by lending, entering into contracts or other commitments of any description or purchasing any investment products (including, in particular, options, futures or other derivative financial instruments),

• (c) appoint custodians for, or for any portion of, assets of the Fund,

• (d) for the purpose of holding, facilitating or managing investments of the Fund, form or cause to be formed companies or other bodies corporate or acquire control of companies or other bodies corporate, or enter into joint ventures, partnerships, co-ownerships or other similar arrangements,

• (e) enter into transactions of a normal banking nature, and

• (f) act as an underwriter, lead manager or arranger, or in any other similar capacity (whether alone or with another person on a joint, several or joint and several basis) in relation to the issue of securities of any kind.

• (5) The Investment Committee of the Agency shall—

• (a) make decisions about the acquisition and disposal of assets of the Fund in accordance with the provisions of this Part and the investment strategy prepared under it and within any such parameters as may be set by the Agency,

• (b) advise the Agency on the investment strategy, and

• (c) oversee the implementation of the investment strategy.

42. Directions to make certain investment, etc.

42. (1) The Minister has the functions provided for under subsection (2) where, following consultation with the Central Bank, the Minister is of the opinion that the performance of the functions so provided is necessary, in the public interest, for either or both of the following purposes:

• (a) to remedy a serious disturbance in the economy of the State;

• (b) to prevent potential serious damage to the financial system in the State and ensure the continued stability of that system.

• (2) For either or both of the purposes mentioned in subsection (1), the Minister may give a direction to the Agency—

• (a) to invest assets of the Fund in specified securities of a credit institution, or

• (b) to underwrite or otherwise support the issue of any kind of securities of a credit institution, and such direction may specify terms or conditions on, or subject to, which the thing concerned is to be done.

• (3) The terms and conditions that the Minister may specify in a direction under subsection (2) may include terms or conditions requiring the Agency to impose specified terms or conditions in relation to the investment or underwriting or on the credit institution in which the investment is to be made or of which the securities are to be issued.

• (4) The Agency shall comply with a direction under subsection (2) and may do so either directly or through a Fund investment vehicle.

42A. F7[Funding of HBFI

42A. (1) Notwithstanding any other provision of this Act, the Minister may direct the Agency to—

• (a) lend money to HBFI or any HBFI group entity out of the assets of the Fund on the commercial terms and conditions specified in the direction,

• (b) exercise, on the terms and conditions specified in the direction, any rights attaching to a loan made under paragraph (a),

• (c) terminate or dispose of, on the terms and conditions specified in the direction, a loan made under paragraph (a), or

• (d) pay money to HBFI out of the assets of the Fund for the purposes of discharging the liability of the Minister in respect of the shares allotted and issued to the Minister under section 10 (2) of the Home Building Finance Ireland Act 2018.

• (2) The total amount—

• (a) loaned under subsection (1)(a), and

• (b) paid under subsection (1)(d),

shall not at any time exceed €750,000,000.

• (3) For the purpose of calculating the amount referred to in subsection (2), the equivalent in the currency of the State of amounts loaned or paid in a currency other than the currency of the State shall be calculated at the rate of exchange prevailing at the time the calculation is made.

• (4) For the purposes of subsection (3), where the European Central Bank has published—

• (a) a Euro Foreign Exchange Reference Rate, or

• (b) a rate expressed by the European Central Bank to replace that rate,

which is applicable to the currency concerned and the time the calculation concerned is made, that rate shall be taken to be the rate of exchange prevailing at that time for that currency.

• (5) Interest on any borrowings, liabilities and obligations of HBFI or any HBFI group entity shall not be taken into account in calculating the value of the amount referred to in subsection (2).

• (6) The Agency shall comply with a direction given under subsection (1).

• (7) In this section "HBFI" and "HBFI group entity" have the same meanings as they have in the Home Building Finance Ireland Act 2018.]

42B. F8[Funding of the Land Development Agency

42B. (1) Notwithstanding any other provision of this Act, the Minister may, on the request of the Minister for Housing, Local Government and Heritage, made where that Minister of the Government is satisfied that it is necessary or expedient for the achievement of the purposes of the F9[the Land Development Agency Act 2021, and with the consent of the Minister for Public Expenditure, National Development Plan Delivery and Reform,] direct the Agency to—

• (a) lend money to the Land Development Agency or any subsidiary DAC out of the assets of the Fund on the commercial terms and conditions specified in the direction,

• (b) exercise, on the terms and conditions specified in the direction, any rights attaching to a loan made under paragraph (a),

• (c) terminate or dispose of, on the terms and conditions specified in the direction, a loan made F9[under paragraph (a),]

• (d) pay money to the Land Development Agency or any subsidiary DAC out of the assets of the Fund for the purposes of discharging the liability of the Minister in respect of the shares allotted and issued to the Minister for Housing, Local Government and Heritage and the Minister for Public Expenditure and Reform under section 25 of the F9[Land Development Agency Act 2021, or]

• F10[(e) pay money to the Land Development Agency or any subsidiary DAC from the proceeds of the disposal of a directed investment for the purposes of discharging the liability of the Minister in respect of the shares allotted and issued to the Minister for Housing, Local Government and Heritage and the Minister for Public Expenditure, National Development Plan Delivery and Reform under section 25 of the Land Development Agency Act 2021.]

• (2) A request from the Minister for Housing, Local Government and Heritage under subsection (1) shall include a recommendation regarding the terms and conditions to be specified in a direction under subsection (1).

• (3) The total amount—

• (a) loaned under subsection (1)(a), and

• (b) paid under subsection (1)(d),

shall not at any time exceed €1,250,000,000.

• F10[(3A) The total amount paid under subsection (1)(e) shall not at any time exceed F11[€2,500,000,000].]

• (4) For the purpose of calculating the amount referred to in subsection (3), the equivalent in the currency of the State of amounts loaned or paid in a currency other than the currency of the State shall be calculated at the rate of exchange prevailing at the time the calculation is made.

• (5) For the purposes of subsection (4), where the European Central Bank has published—

• (a) a Euro Foreign Exchange Reference Rate, or

• (b) a rate expressed by the European Central Bank to replace that rate,

which is applicable to the currency concerned and the time the calculation concerned is made, that rate shall be taken to be the rate of exchange prevailing at that time for that currency.

• (6) Interest on any borrowings, liabilities and obligations of the Land Development Agency and of subsidiary DACs shall not be taken into account in calculating the value of the amount referred to in subsection (3).

• (7) The Agency shall comply with a direction given under subsection (1).

• (8) In this section "subsidiary DAC" has the same meaning as it has in the Land Development Agency Act 2021.]

43. Directions in relation to certain investments

43. (1) The Minister may give a direction to the Agency in relation to—

• (a) the holding and management of a directed investment,

• (b) the exercise of any voting or other rights attaching to a directed investment, or

• (c) the disposal of a directed investment, and such direction may specify terms or conditions on, or subject to, which the thing concerned is to be done.

• (2) The Agency shall comply with a direction under subsection (1) .

44. Relevant acquisitions and relevant transfers

44. (1) Parts 2 and 3 of the Competition Act 2002 do not apply with respect to a relevant acquisition or a relevant transfer.

• (2) Nothing done by or on behalf of the Minister, the Agency or a Fund investment vehicle for the purposes of a relevant acquisition or a relevant transfer constitutes a reorganisation measure for the purposes of—

• (a) the European Communities (Reorganisation and Winding-Up of Credit Institutions) Regulations 2011 (S.I. No. 48 of 2011), or

• (b) the European Communities (Reorganisation and Winding-up of Insurance Undertakings) Regulations 2003 (S.I. No. 168 of 2003).

• (3) Nothing done by or on behalf of the Minister, the Agency or a Fund investment vehicle for the purposes of a relevant acquisition or a relevant transfer, and no acquisition by the Minister, the Agency or a Fund investment vehicle of shares or securities in connection with a relevant acquisition or a relevant transfer, constitutes—

• (a) an offer, a takeover, the acquisition of control or any other takeover transaction for the purposes of the Irish Takeover Panel Act 1997 or any rules made under section 8 of that Act, or

• (b) a takeover bid or bids, within the meaning of the European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations 2006 (S.I. No. 255 of 2006).

• (4) In this section—

“relevant acquisition” means an acquisition by or on behalf of the Minister, the Agency or a Fund investment vehicle of an interest in a credit institution (being an acquisition that results or would result from a direction) and includes a proposal to make such an acquisition;

“relevant transfer” means a transfer into the Fund, pursuant to section 46(3), of an interest in a credit institution, and includes a proposal to make such a transfer.

45. Certain persons not to be shadow directors

45. (1) Unless otherwise appointed as a director, none of the persons to whom this section applies is to be taken to be a shadow director (within the meaning given by section 27(1) of the Companies Act 1990) nor what is known as a de facto director nor as a person discharging managerial responsibilities of—

• (a) a company in which the Agency or a Fund investment vehicle has a directed investment, or

• (b) any subsidiary or subsidiary undertaking of such a company.

• (2) This section applies to the following persons:

• (a) the Minister;

• (b) a member of the Agency;

• (c) a member of the Investment Committee of the Agency;

• (d) a member of any committee established under section 5B of the Act of 1990;

• F12[(da) a member of any subcommittee established under section 5C of the Act of 1990;]

• (e) any member of the staff of the Agency.

• (3) In this section—

“subsidiary”, in relation to a company, has the same meaning as in section 155 of the Companies Act 1963;

“subsidiary undertaking”, in relation to a company, has the same meaning as in the European Communities (Companies: Group Accounts) Regulations 1992 (S.I. No. 201 of 1992).

46. Payments to Fund

46. (1) Subject to subsection (2), the Minister may make payments into the Fund from the Central Fund or the growing produce thereof.

• (2) Where the Minister proposes to make a payment into the Fund under subsection (1), the Minister shall move a draft resolution in both Houses of the Oireachtas specifying the amount of the proposed payment and the Minister shall not make the payment until the resolution approving of the payment and the amount of it has been passed by each such House.

• (3) A Minister of the Government may transfer into the Fund any non-cash asset, including but not limited to a shareholding or other interest held by that Minister or a nominee of that Minister; and for this purpose “non-cash asset” means any property or interest in property, other than cash (including a foreign currency).

47. Payments from Fund to Exchequer

47. F13[(1) Subject to subsection (2E), the Agency shall transfer to—

• (a) the Exchequer, or

• (b) the Future Ireland Fund,

from the Fund such assets of such values, on such dates, as the Minister may direct.]

• F13[(2) The Minister shall not direct the Agency to transfer any assets to the Exchequer or the Future Ireland Fund from the Fund before 2035 (other than under subsection (4)).]

• F14[(2A) The Agency shall, on or before 31 July 2034 and on or before 31 July in each subsequent year, advise the Minister, by a report in writing, as to an appropriate value of assets, if any, that the Agency believes is reasonably likely to be available to be transferred from the Fund pursuant to subsection (1) in the year subsequent to the report and in each of the 4 years thereafter.

• (2B) The Agency shall, in preparing a report under subsection (2A)—

• (a) consult with the Minister, and

• (b) have regard to the need to ensure that the Fund shall continue to have sufficient assets, following each transfer of assets from the Fund pursuant to subsection (1), so as to enable the Agency to continue to perform its functions under this Part.

• (2C) The Minister shall, prior to issuing a direction under subsection (1)—

• (a) consult with the Minister for Public Expenditure, National Development Plan Delivery and Reform and the Agency, and

• (b) have regard to—

• (i) the advice of the Agency provided in accordance with subsection (2A), and

• (ii) the need to ensure that the Fund shall continue to have sufficient assets, following each transfer of assets from the Fund pursuant to subsection (1), so as to enable the Agency to continue to perform its functions under this Part.

• (2D) The Minister shall not issue a direction to the Agency under subsection (1) to transfer assets to the Exchequer or the Future Ireland Fund other than—

• (a) with the approval of the Government, and

• (b) where Dá il Éireann has, on a proposal by the Minister, passed a resolution authorising the Minister to pay the amount specified in the direction.

• (2E) Where the Agency—

• (a) receives a direction from the Minister under subsection (1) to transfer assets of a specified value (in this section referred to as the "relevant value") to the Exchequer or the Future Ireland Fund on or before a specified date (in this section referred to as the "relevant date"), and

• (b) is of the opinion that—

• (i) an orderly liquidation of assets of the Fund of the relevant value may not be possible in advance of the relevant date, or

• (ii) the liquidation of assets of the relevant value may only be possible on terms that are not commercially acceptable,

the Agency shall so notify the Minister in writing of that opinion as soon as is practicable.

• (2F) Where the Minister receives a notification under subsection (2E), the Minister may, with the approval of the Government, specify a date later than the relevant date, on or before which assets of the relevant value shall be transferred from the Fund to the Exchequer or the Future Ireland Fund, as the case may be, and the Agency shall comply with the direction under subsection (1) on or before the date so specified.]

• (3) The payment, or the aggregate of payments, that the Minister directs to be made in any year (except under subsection (4) ) shall not exceed 4 per cent of the value of the assets of the Fund at the end of the immediately preceding year.

• (4) Where the Minister directs the Agency to dispose of a directed investment, whether in whole or in part, the Minister may direct the Agency—

• (a) to make a payment or payments to the Exchequer not exceeding the amount of the proceeds of the disposal,

• (b) to invest, on terms and conditions specified in the direction, part or all of the proceeds in securities issued under section 54(1) of the Finance Act 1970 or securities guaranteed by the Minister, or

• (c) to hold the proceeds pending a payment to the Exchequer under paragraph (a) or their investment under paragraph (b).

47A. F15[Transfer of assets (including money) from Fund to meet exceptional contingencies

47A. F16[…]]

48. Expenses of Agency in relation to Fund

48. Notwithstanding section 11 of the Act of 1990, the expenses of the Agency in the performance of its functions under this Part shall be defrayed from the Fund.

49. Report and information to Minister relating to operation of Fund

49. The Agency shall in each report under section 13(1) of the Act of 1990, subject to preserving confidentiality in regard to commercially sensitive information, include the following information in relation to the Fund for the year to which the report relates:

• (a) the investment strategy pursued;

• (b) the investment return achieved by the Fund;

• (c) a valuation of the net assets of the Fund;

• (d) a detailed list of the assets of the Fund at the end of the year concerned;

• (e) the investment management and custodianship arrangements;

• (f) an assessment on a regional basis of the impact of the Fund’s investments on economic activity and employment, F17[…]

• (g) an assessment on a regional basis of the distribution of the investments made by the F18[Fund, and]

• F19[(h) measures taken in accordance with section 49A, as inserted by the Fossil Fuel Divestment Act 2018.]

49A. F20[Investment in Fossil Fuel Undertakings

49A. (1) In this section—

"fellow subsidiary undertakings", "higher holding undertaking", "holding undertaking", "subsidiary undertaking" and "undertaking" have the respective meanings given to them by the Companies Act 2014;

"fossil fuel" means coal, oil, natural gas, peat or any derivative thereof intended for use in the production of energy by combustion;

"fossil fuel undertaking" means an undertaking which is—

• (a) engaged, for the time being, in the exploration for or extraction or refinement of a fossil fuel where such activity accounts for 20 per cent or more of the turnover of that undertaking, as derived from its most recently published audited financial statements,

• (b) a holding undertaking or, as the case may be, a higher holding undertaking of an undertaking of the kind referred to in subparagraph (a), or

• (c) a holding undertaking or, as the case may be, a higher holding undertaking of undertakings engaged, for the time being, in the exploration for or extraction or refinement of a fossil fuel, where the aggregate turnover of such undertakings accounts for 20 per cent or more of the turnover of the group on a consolidated basis, as derived from its most recently published audited financial statements;

"group" means an undertaking together with any holding undertaking, higher holding undertaking, subsidiary undertaking and fellow subsidiary undertakings that such undertaking may have;

"indirect investment" means an investment of the assets of the Fund in an investment product or in a collective investment undertaking but does not include financial derivative instruments, exchange traded funds or hedge funds;

"F21[national climate objective]" has the meaning given by the Climate Action and Low Carbon Development Act 2015;

"State’s climate change obligations" means the existing or future obligations of the State referred to in paragraphs (a) and (b) (insofar as the obligations of the State referred to in paragraph (b) relate to climate change) of section 2 of the Climate Action and Low Carbon Development Act 2015;

"turnover" in relation to an undertaking or a group of undertakings means the amount of revenue derived from the provision of goods and services falling within the ordinary activities of the undertaking or group of undertakings, after deduction of—

• (a) trade discounts,

• (b) value-added tax, and

• (c) any other taxes based on the amounts so derived.

• (2)
• (a) The Agency shall endeavour to ensure that the assets of the Fund are not directly invested in a fossil fuel undertaking.

• (b) Where the Agency becomes aware that an undertaking in which the assets of the Fund are directly invested is or becomes a fossil fuel undertaking, the Agency shall divest the assets of the Fund from such investment as soon as practicable.

• (3) The Agency shall endeavour to ensure that the assets of the Fund are not invested in an indirect investment at any time after the commencement of this section, unless it is satisfied on reasonable grounds that such indirect investment is unlikely to have in excess of 15 per cent of its assets, or such lower percentage as the Minister may prescribe by order made under this section, invested in a fossil fuel undertaking.

• (4) Notwithstanding subsections (2) and (3), the Agency may invest the assets of the Fund in a fossil fuel undertaking or in a collective investment undertaking the assets of which are invested or will be invested in a fossil fuel undertaking, where the Agency has satisfied itself on reasonable grounds that the investment is intended to be consistent with—

• (a) the achievement of the F21[national climate objective],

• (b) the implementation of the State’s climate change obligations, and

• (c) the policy of the Government, as may be communicated to the Agency from time to time by the Minister for Communications, Climate Action and the Environment, in relation to climate change and climate change objectives.

• (5) Where the Agency makes an investment which, but for subsection (4), it would be prohibited from making, it shall when publishing the fact of the investment and the name of the fossil fuel undertaking or collective investment undertaking concerned, publish the fact that the investment is made under subsection (4).]

F22[PART 6A Functions of Agency and Other Provisions in respect of Certain Matters relating to Irish Bank Resolution Corporation and National Asset Management Agency

Chapter 1 Functions of Agency generally in respect of certain matters of Irish Bank Resolution Corporation Limited and National Asset Management Agency]

49B. F23[Interpretation (Part 6A)

49B. In this Part—

"Act of 1990" means the National Treasury Management Agency Act 1990;

"Act of 2009" means the National Asset Management Agency Act 2009;

"Act of 2013" means the Irish Bank Resolution Corporation Act 2013;

"Act of 2026" means the National Treasury Management Agency (Miscellaneous Provisions) Act 2026;

"asset" includes a NAMA bank asset or an IBRC bank asset, or both, as the case may be;

"associated debtor" means a person who immediately before the dissolution day was an associated debtor within the meaning of section 70 of the Act of 2009 (as that section stood before the coming into operation of section 4 (1) of the Act of 2026);

"bank asset of NAMA or a NAMA group entity" includes—

• (a) a credit facility,

• (b) any security relating to a credit facility,

• (c) every other right arising directly or indirectly in connection with a credit facility,

• (d) every other asset owned by NAMA or a NAMA group entity, as the case may be, that relates to a credit facility, and

• (e) an interest in a bank asset referred to in any of paragraphs (a) to (d);

"borrow" includes the raising of money in any manner (including, in particular, borrowing by the creation and issue of bonds, debentures and debt securities, whether subordinated or not);

"charge" includes—

• (a) a mortgage, judgment mortgage, charge, lien, pledge, hypothecation or other security interest or encumbrance or collateral in or over any property,

• (b) an assignment by way of security, and

• (c) an undertaking or agreement by any person (including a solicitor) to give or create a security interest in property;

"company" means—

• (a) a company formed and registered under the Companies Act 2014 or an existing company within the meaning of that Act, or

• (b) a body established under the laws of a state other than the State and corresponding to a body referred to in paragraph (a);

"credit facility" includes every kind of financial accommodation (including a loan facility, a line of credit, a hedging facility, a derivative facility, a bond, a letter of credit, a guarantee facility, an invoice discounting facility, a debt factoring facility, a deferred payment arrangement, a leasing facility, a guarantee, an indemnity and any other financial accommodation giving rise to a payment or repayment obligation) provided to—

• (a) in the case of NAMA or a NAMA group entity, a debtor or associated debtor, or

• (b) in the case of IBRC, any person,

whether alone or together with another person or persons and whether as part of a syndicate or otherwise;

"credit institution" has the same meaning as it has in the European Union (Capital Requirements) Regulations 2014 (S.I. No. 158 of 2014);

"debtor" means a person who is or was indebted or obligated to a participating institution under or in connection with a credit facility;

"dissolution day" means the day appointed by order under section 7 of the Act of 2026;

"guarantor" means a person who has entered into a guarantee or indemnity in connection with a relevant bank asset;

"IBRC" means Irish Bank Resolution Corporation Limited;

"IBRC bank asset" means any bank asset (construed in accordance with section 11A(6) of the Act of 2013) of IBRC that is transferred to the Agency or a subsidiary of the Agency pursuant to a transfer agreement;

"interest", in relation to a relevant bank asset, means—

• (a) the whole or any part or fraction of the relevant bank asset,

• (b) any other estate in, right or title to or interest in, the relevant bank asset (whether legal or beneficial), or

• (c) any interest, other than a legal or beneficial interest;

"legal proceedings" includes any form of binding dispute resolution, including arbitration;

"NAMA" means the National Asset Management Agency;

"NAMA bank asset" means a bank asset of NAMA or a NAMA group entity that, immediately before the dissolution day, was an acquired bank asset within the meaning of section 4 of the Act of 2009 (as that section stood before the coming into operation of section 4(1) of the Act of 2026) and which, on and after the dissolution day is a bank asset of the Agency or a subsidiary of the Agency, as the case may be;

"NAMA group entity" has the same meaning as it has in section 4 of the Act of 2009 (as that section stood before the coming into operation of section 4 (1) of the Act of 2026);

"participating institution" means a credit institution, including any subsidiary of a credit institution, that immediately before the dissolution day was a participating institution, within the meaning of section 4 of the Act of 2009 (as that section stood before the coming into operation of section 4 (1) of the Act of 2026), for the purposes of that Act;

"relevant acquisition schedule" in relation to a NAMA bank asset means the acquisition schedule within the meaning of section 4 of the Act of 2009 (as that section stood before the coming into operation of section 4 (1) of the Act of 2026) in respect of that asset that was subsisting immediately before the dissolution day;

"relevant bank asset" means an IBRC bank asset or NAMA bank asset, as the case may be;

"relevant residual matter" means any residual IBRC matter or residual NAMA matter, as the case may be;

"residual IBRC matter" means a residual matter (within the meaning of section 11A of the Act of 2013) that is transferred to the Agency or a subsidiary of the Agency, as the case may be, pursuant to a transfer agreement;

"residual NAMA matter" means any asset, liability, right, cause of action, entitlement or obligation of any nature or kind, or legal proceedings, that immediately before the dissolution day was an asset, liability, right, cause of action, entitlement or obligation of any nature or kind of, or relating to, NAMA or a NAMA group entity and, in the case of legal proceedings, were legal proceedings to which NAMA or a NAMA group entity was a party or which were otherwise relating to NAMA or a NAMA group entity, and which on and after the dissolution day is an asset, liability, right, cause of action, entitlement or obligation of, or relating to, the Agency or a subsidiary of the Agency, as the case may be, or, in the case of legal proceedings, are legal proceedings to which the Agency or a subsidiary of the Agency is a party or which are otherwise relating to the Agency or a subsidiary of the Agency, as the case may be;

"security" includes—

• (a) a charge,

• (b) a guarantee, indemnity or surety,

• (c) a right of set-off,

• (d) a debenture,

• (e) a bill of exchange,

• (f) a promissory note,

• (g) collateral,

• (h) any other means of securing—

• (i) the payment of a debt, or

• (ii) the discharge or performance of an obligation or liability,

and

• (i) any other agreement or arrangement having a similar effect;

"subsidiary" shall be construed in accordance with section 7 of the Companies Act 2014;

"subsidiary of the Agency" means—

• (a) a subsidiary of the Agency that, immediately before the dissolution day, was a NAMA group entity, or

• (b) a company or other body corporate formed by the Agency under subsection (2)(l) of section 49C or a joint venture, partnership, co ownership or other similar arrangement entered into by the Agency under that section for the purpose of performing functions under this Part;

"surety" means a person who has provided security in connection with the repayment by a debtor of a credit facility or in connection with a guarantor’s obligations under a guarantee or indemnity;

"transfer agreement" has the same meaning as in section 11A of the Act of 2013.]

49C. F24[Functions of Agency generally in respect of relevant residual matters

49C. (1) The Agency shall have the following functions in respect of relevant residual matters:

• (a) to deal with the relevant residual matters in such manner as it considers appropriate, including, in the case of any relevant bank assets, by the collection of interest, principal and capital due, the taking or taking over of collateral where necessary and the provision of funds where appropriate;

• (b) in the case of any relevant bank assets, to take all steps necessary or expedient to protect, enhance or realise the value of the relevant bank assets concerned in the interests of the State, so as to obtain, so far as possible, the best achievable financial return for the State having regard to the costs of holding, managing or realising those relevant bank assets and any other factors the Agency considers appropriate for that purpose, including—

• (i) the disposal of loans or portfolios of loans in the market for the best achievable price,

• (ii) the securitisation or refinancing of portfolios of loans, and

• (iii) the holding, managing, refinancing, realising and disposing of any relevant security.

• (2) The Agency shall, without prejudice to its powers under any other provision of this Act or any other enactment, have all powers necessary or expedient for, or incidental to, the performance of its functions under this Part and, in particular, for the purpose of, and in performing those functions, may—

• (a) provide equity capital and credit facilities on such terms and conditions as the Agency thinks fit,

• (b) secure the payment of money in any manner, including on the assets of the Agency or on any particular property and rights, present or future, of the Agency,

• (c) initiate or participate in any enforcement, restructuring, reorganisation, scheme of arrangement or other compromise,

• (d) enter into contract options and other derivative financial instruments (including instruments expressed in currencies other than the currency of the State), the purposes of which include—

• (i) eliminating or reducing the risk of loss arising from changes in interest rates, currency exchange rates or other factors of a similar nature, or

• (ii) eliminating or reducing the costs of raising funds or borrowing or the costs of other transactions carried out in the ordinary course of business,

• (e) guarantee, with or without security, the indebtedness and performance of obligations of others (whether or not the Agency receives any consideration for, or direct or indirect advantage from, the giving of the guarantee),

• (f) draw, accept and negotiate negotiable instruments,

• (g) accept any security, guarantee, indemnity or surety,

• (h) enter into contracts of insurance, and insure and self-insure, in relation to any of its activities or property, or both,

• (i) enforce any security, guarantee or indemnity,

• (j) bring, defend, prosecute, enforce or settle any proceedings of any nature or kind (including legal proceedings) or compromise any claims,

• (k) open and maintain bank accounts, including accounts in currencies other than the currency of the State, and carry out necessary banking transactions,

• (l) form or cause to be formed one or more than one company or other body corporate or acquire control of one or more than one company or other body corporate, or enter into joint ventures, partnerships, co-ownerships or other similar arrangements,

• (m) give security for any debt, obligation or liability of a company or other body corporate formed under paragraph (l) or of any other subsidiary of the Agency,

• (n) establish a trust or participate in a trust as trustee or beneficiary,

• (o) borrow, lend or transfer debt securities, including, (but not limited to) equity and debt instruments,

• (p) acquire and dispose of property or any other assets,

• (q) invest its funds as the Agency determines,

• (r) sell or dispose of the whole or any part of the property or investments of the Agency relating to the performance by the Agency of its functions under this Part, either together or in portions, for such consideration and on such terms as the Agency thinks fit,

• (s) discharge any debt, obligation or liability,

• (t) purchase, hold and sell any licence,

• (u) carry on any business that the Agency considers—

• (i) can be conveniently carried on in connection with any of its functions under this Part, or

• (ii) is calculated directly or indirectly to enhance the value of, or facilitate the realisation of, or render profitable any of, the Agency’s property or rights,

and

• (v) do all such other things as the Agency considers incidental to, or conducive to the effective performance by the Agency of, its functions under this Part.

• (3) Section 67 (2) of the Credit Institutions (Stabilisation) Act 2010 and any regulations made under that section shall not apply to any securing of the payment of money under subsection (2)(b), a guarantee under subsection (2)(e) or any security given under subsection (2)(m).

• (4) A reference in another provision of this Part to a function or the performance of a function referred to in this section does not limit by implication the operation of this section unless the contrary intention is expressed.

• (5) The Agency may perform any of its functions under this Part by or through a subsidiary of the Agency.

• (6) The Agency may perform any of its functions under this Part for the benefit of a subsidiary of the Agency.]

49D. F25[Payment of surplus funds, distribution of assets in specie

49D. The Agency shall, from time to time, having consulted with the Minister—

• (a) pay into the Central Fund any surplus funds, or

• (b) distribute to the Minister in specie any assets,

of the Agency that derive from the performance by it of its functions under this Part.]

49E. F26[No shadow or de facto directorship

49E. (1) When performing a function under this Part, none of the persons referred to in subsection (2) shall be taken, by reason only of performing that function, to be a shadow director (within the meaning given by section 221 of the Companies Act 2014) nor a de facto director nor a person discharging managerial responsibilities of—

• (a) any participating institution,

• (b) any person that is a debtor, guarantor or surety in relation to a relevant bank asset, or

• (c) a person that is an associated debtor of a debtor referred to in paragraph (b).

• (2) For the purposes of subsection (1), the persons concerned are—

• (a) the Minister,

• (b) a member of the Agency,

• (c) the Chief Executive of the Agency,

• (d) any member of staff of the Agency,

• (e) a subsidiary of the Agency,

• (f) a director of a subsidiary of the Agency,

• (g) a member of any committee established under section 5A or 5B of the Act of 1990,

• (h) a member of any subcommittee established under section 5C of the Act of 1990, and

• (i) an officer of, a consultant or adviser to, or a person employed by or under or acting on behalf of, any person or body referred to in paragraphs (a) to (h).

• (3) For the purposes of this section, a de facto director is a person who is determined to have been a director of a company although not formally or validly appointed to the position.]

F27[Chapter 2 Participating Institutions

49F. Directions of Agency

49F. (1) The Agency may, in relation to any NAMA bank asset, direct a participating institution from which the NAMA bank asset was acquired to—

• (a) deliver to the Agency all its books and records in relation to the NAMA bank asset concerned and any documents of title that the participating institution holds for any property that is subject to a security that is part of that NAMA bank asset, and

• (b) provide any information or explanation that the Agency requires in relation to those books, records and documents.

• (2) A participating institution shall comply with a direction under subsection (1).

• (3) Where the Agency directs a participating institution under subsection (1) to deliver to the Agency books, records or documents, the participating institution shall also ensure that facilities are provided to the Agency for the purposes of the inspection of or taking copies from any such book, record or document and that any officer, employee or agent of the participating institution who is able to do so provides an explanation of any such book, record or document, including an explanation of any apparent omission from such a book, record or document.

• (4) If a participating institution fails to comply with a direction under subsection (1), the Agency may apply to the Court, on notice to the participating institution, for an order directing the participating institution to comply with the direction.

• (5) The Court may make an order (including a mandatory or interlocutory order) under subsection (4) if the Court is satisfied that the production of the book, record, document or explanation, as the case may be, is reasonably necessary to enable the Agency to perform any of its functions under this Part.

• (6) Where the Agency so directs, a participating institution shall retain custody, on behalf of the Agency, of any book, record, document or document of title referred to in this section subject to the giving of an accountable trust receipt or on other terms that the Agency directs.

• (7) In this section, "Court" means the High Court.]

49G. F28[Agency to have rights of creditors in respect of NAMA bank assets

49G.(1) Subject to section 49H and any exclusion of obligations and liabilities set out in a relevant acquisition schedule —

• (a) the Agency and a subsidiary of the Agency shall each have and may exercise, in relation to a NAMA bank asset, all the rights and powers and, subject to this Part, be bound by all of the obligations, of the participating institution from which the NAMA bank asset was acquired by NAMA or a NAMA group entity, as the case may be, under the Act of 2009, in relation to —

• (i) the NAMA bank asset,

• (ii) the debtor concerned and any guarantor, surety or other person concerned,

• (iii) any receiver, liquidator or examiner concerned, and

• (iv) the Official Assignee in Bankruptcy,

and

• (b) the participating institution concerned shall cease to have those rights and obligations except to any extent to which this Part provides otherwise.

• (2) The reference in subsection (1) to the rights, powers or obligations of a participating institution in relation to a NAMA bank asset is a reference to, as the case may be—

• (a) the rights, powers and obligations derived from the NAMA bank asset, and

• (b) the rights, powers and obligations arising under any law or in equity or by way of contract,

and includes any duty of confidentiality to which the participating institution is subject in relation to the NAMA bank asset concerned by virtue of paragraph (a) or (b).

• (3) In particular, the Agency and a subsidiary of the Agency may each—

• (a) take any action, including court action, that the participating institution concerned could have taken to protect, perfect or enforce any security, right, interest, obligation or liability,

• (b) realise any security that the participating institution concerned could have realised,

• (c) call up any guarantee that the participating institution concerned could have called up,

• (d) participate to the same extent as the participating institution concerned could have participated in any resolution, workout, restructuring, arrangement, reorganisation, scheme or insolvency proceeding in relation to the relevant bank asset, and

• (e) exercise any powers conferred by any document that forms part of the NAMA bank asset concerned of reviewing or amending any term or condition of any part of that NAMA bank asset.]

49H. F29[Enforcement of certain representations, etc.

49H.(1) Where, in relation to a NAMA bank asset—

• (a) it is alleged that a representation was made to, a consent was given to, an undertaking was given to, or any other obligation was undertaken (by agreement or otherwise) in favour of the debtor or another person by the participating institution or by some person acting or claiming to act on its behalf,

• (b) the records transferred to the Agency under section 12 of the Act of 2026 do not contain a note or memorandum recording that any such representation, consent, undertaking or obligation was disclosed to NAMA before the service by NAMA on the participating institution of the relevant acquisition schedule under the Act of 2009,

• (c) the records of the participating institution do not contain a note or memorandum in writing of the terms of any such representation, consent, undertaking or obligation or do not contain a record of any consideration paid in relation to any such representation, consent, undertaking or obligation, and

• (d) the representation, consent, undertaking or obligation, if made, given or undertaken, would affect the creditor’s rights in relation to the NAMA bank asset,

then, that representation, consent, undertaking or obligation—

• (i) is not enforceable, and cannot be relied on, by the debtor or any other person against the Agency or a subsidiary of the Agency,

• (ii) is enforceable, and can be relied on, by the debtor or any other person, if at all, only against a person other than the Agency or a subsidiary of the Agency, and

• (iii) is not enforceable, and cannot be relied on, by the Agency or a subsidiary of the Agency against the debtor.

• (2) Where a claim based on a representation, consent, undertaking or obligation referred to in subsection (1) is made, the claim shall, if upheld, give rise only to a remedy in damages or other relief that does not in any way affect the NAMA bank asset, its acquisition or the interest of the Agency or a subsidiary of the Agency or (for the avoidance of doubt) any property the subject of any security that is part of such a bank asset.]

49I. F30[No liability for wrongs by participating institutions in relation to NAMA bank assets

49I.(1) Nothing in Part 2 of the Act of 2026 or this Part renders the Agency or a subsidiary of the Agency, as the case may be, liable for any breach of contract, misrepresentation, breach of duty, breach of trust or other legal or equitable wrong committed by a participating institution in relation to a NAMA bank asset before the acquisition by NAMA or a NAMA group entity of the NAMA bank asset concerned.

• (2) No legal proceedings shall be brought against the Agency or a subsidiary of the Agency in relation to any legal or equitable wrong referred to in subsection (1).

• (3) Nothing in this Part deprives any person of a remedy in damages against a participating institution in relation to a legal or equitable wrong referred to in subsection (1).]

F31[Chapter 3 General provisions in relation to relevant bank assets

49J. Conditions, etc., of relevant bank assets unaffected

49J. (1) Subject to the provisions of this Part, the terms and conditions of a relevant bank asset as they stood immediately before—

• (a) in the case of a residual NAMA matter, the dissolution day, and

• (b) in the case of a residual IBRC matter, the transfer date (within the meaning of section 1 of the Act of 2013) in respect of the residual IBRC matter concerned,

shall remain unchanged.

• (2) Where the documentation for a credit facility forming part of a NAMA bank asset refers to a reference rate of interest that is no longer available, the documentation shall continue to be construed as though it referred to—

• (a) that participating institution’s reference rate for credit facilities of that type, or

• (b) at the discretion of the Agency or the subsidiary of the Agency, as the case may be, another reference rate specified by the Agency or the subsidiary of the Agency, as the case may be.]

49K. F32[Rights of others not affected by acquisition of relevant bank assets, etc.

49K. Nothing in any provision of sections 11A to 11D of the Act of 2013, Part 2 of the Act of 2026 or this Part relieves the Agency or a subsidiary of the Agency, as the case may be, of any obligation, at law or in equity, in relation to relevant bank assets, except to any extent to which the provision concerned specifically provides otherwise.]

49L. F33[No requirement to register certain instruments, etc.

49L. (1) In relation to a relevant bank asset—

• (a) notwithstanding anything in any Act referred to in subsection (2) or any other Act that provides for the registration of loans, assets, security or details of them, the Agency or a subsidiary of the Agency, as the case may be, is not required to become registered as owner of any security that is part of the relevant bank asset,

• (b) notwithstanding sections 62 and 64 of the Registration of Title Act 1964, the Agency or a subsidiary of the Agency, as the case may be, has, in relation to any charges referred to in those sections, the powers of a mortgagee under a mortgage by deed, even though the Agency or the subsidiary of the Agency, as the case may be, is not registered as owner of any such charge, and

• (c) the Agency or the subsidiary of the Agency has the powers and rights conferred on the registered owner of a charge by the Registration of Title Act 1964.

• (2) The Acts referred to in subsection (1)(a) are as follows:

• (a) the Bills of Sale (Ireland) Acts 1879 and 1883;

• (b) the Registration of Deeds and Title Acts 1964 and 2006;

• (c) the Agricultural Credit Act 1978;

• (d) the Patents Acts 1992 to 2019;

• (e) the Trade Marks Act 1996;

• (f) the Taxes Consolidation Act 1997;

• (g) the Companies Act 2014.

• (3) Nothing in this section prevents the Agency or a subsidiary of the Agency, as the case may be, from registering any interest capable of registration.

• (4) Nothing in this section has the effect of relieving the Agency or subsidiary of the Agency, as the case may be, from any obligation under a relevant foreign law.

• (5) Sections 23 and 25 of the Registration of Title Act 1964 do not apply to the Agency or a subsidiary of the Agency, as the case may be.

• (6) In this section, "foreign law" means the law of a state other than the State.]

49M. F34[Certificates in relation to relevant bank assets

49M. (1) The Agency or a subsidiary of the Agency, as the case may be, may certify under its seal or common seal, as the case requires, that the Agency or subsidiary of the Agency, as the case may be, holds a relevant bank asset specified in the certificate.

• (2) A document purporting to be a certificate issued in accordance with subsection (1)—

• (a) shall be taken to be such a certificate, and to have been certified under the seal of the Agency or the subsidiary of the Agency, as the case may be, unless the contrary is proved, and

• (b) is conclusive as to the matters set out in it.]

F35[CHAPTER 4

General powers in relation to assets

49N. Interpretation (Chapter 4)

49N. In this Chapter, "convey" shall be construed in accordance with section 3 of the Land and Conveyancing Law Reform Act 2009.]

49O. F36[Disposal of relevant bank assets

49O. The Agency or a subsidiary of the Agency, as the case may be, may validly transfer, assign, convey, sell on or otherwise dispose of a relevant bank asset to any person notwithstanding—

• (a) any restrictions on such a disposal at law or in equity,

• (b) any contractual requirement, or any requirement under any enactment, for the consent of, for notice to, or for a document from, any person to such a disposal, or

• (c) any provision of any enactment that would otherwise prohibit or restrict such a disposal.]

49P. F37[Set-off of compensation

49P. Where, in relation to any NAMA bank asset, a person is indebted to the Agency or a subsidiary of the Agency, as the case may be, the amount of any compensation payable by the Agency or the subsidiary of the Agency or any other payment due by the Agency or the subsidiary of the Agency to that person under this Part may, without prejudice to any other right of set-off arising as a matter of law, be applied towards satisfaction of the debt due to the Agency or the subsidiary of the Agency.]

F38[Chapter 5 Transfer of residual matters not to give rise to cause of action, etc.

49Q. Transfer of residual matters not to give rise to cause of action, etc.

49Q. No cause of action lies or is maintainable against the Agency or a subsidiary of the Agency, as the case may be, in relation to any relevant residual matter by reason solely of the transfer to the Agency or the subsidiary of the Agency of the relevant residual matter pursuant to Part 2 of the Act of 2026 or pursuant to a transfer agreement, as the case may be.]

F39[Chapter 6 Specific provisions in relation to legal proceedings

49R. Conduct of NAMA-related legal proceedings

49R. (1) Where the Agency or a subsidiary of the Agency, as the case may be, is or becomes a party to legal proceedings relating to any residual NAMA matter and those proceedings involve a participating institution from which NAMA bank assets were acquired by NAMA or a NAMA group entity, the participating institution concerned shall, without prejudice to any other obligation under Part 2 of the Act of 2026, at the request of the Agency, provide the Agency with any assistance reasonably required by the Agency for the purpose of the proceedings, including—

• (a) the provision of documents or information,

• (b) the making available of witnesses, and

• (c) the provision of evidence by affidavit or otherwise.

• (2) A participating institution has, and shall be taken always to have had, as part of its functions and objects, the power and capacity to give the assistance required by subsection (1).]

49S. F40[Evidence - amount of debt due

49S. In any legal proceedings relating to a residual NAMA matter that involve the recovery by the Agency or a subsidiary of the Agency, as the case may be, of money, a certificate in writing under the seal or common seal, as the case may be, of the Agency or the subsidiary of the Agency that a specified sum of money was owing to the Agency or the subsidiary of the Agency, as the case may be, at the date of the certificate by a specified person on a specified account is, at any time within one month after the date of the certificate, evidence that the sum specified in the certificate is and remains owing to the Agency or the subsidiary of the Agency, as the case may be, by the person and on the account specified in the certificate.]

49T. F41[Evidence - application of Bankers’ Books Evidence Act 1879

49T. (1) In this section, "Act of 1879" means the Bankers’ Books Evidence Act 1879.