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National Bank of Vanuatu (Restructuring) Act 2012

REPUBLIC OF VANUATU

NATIONAL BANK OF VANUATU (RESTRUCTURING) ACT NO.3 OF 2012

Arrangement of Sections

PART 1 PRELIMINARY

1. Purpose
2. Interpretation

PART 2 TRANSFER OF ASSETS, RIGHTS AND LIABILITIES

3. Transfer of business undertaking of the corporation

PART 3 DISSOLUTION OF NATIONAL BANK OF VANUATU

4. Repeal of the National Bank of Vanuatu [CAP 209]
5. Dissolution of the National Bank of Vanuatu and the National Bank of Vanuatu Board
6. Applicability of Banking Laws

PART 4 MISCELLANEOUS

7. Regualtions
8. Commencement

_______________

REPUBLIC OF VANUATU

Assent: 30/05/2012
Commencement: 19/10/2012

NATIONAL BANK OF VANUATU (RESTRUCTURING) ACT NO. 3 OF 2012

An Act to provide for the conversion of the National Bank of Vanuatu from a statutory corporation to a company incorporated under the Companies Act [CAP 191].
Be it enacted by the President and Parliament as follows-

PART 1 PRELIMINARY

1 Purpose

The purpose of this Act is to provide for the transfer of assets, rights and liabilities of the corporation to a new limited liability company established under the Companies Act [CAP 191] and to repeal the National Bank of Vanuatu Act [CAP 209].

2 Interpretation

In this Act, unless the contrary intention appears:

activation date means the date prescribed by the Minister by Order under subsection 3(2);

Board means the Board of Directors appointed under section 4 of the National Bank of Vanuatu Act [CAP 209];

Companies Act means the Companies Act [CAP 191];

corporation means the National Bank of Vanuatu established as a body corporate pursuant to the National Bank of Vanuatu Act [CAP 209];

licence and licensee have the meanings given to them under the Financial Institutions Act [CAP 254];

Minister means the Minister for the time being responsible for Finance;

NBV Limited means the National Bank of Vanuatu Limited, established as a local company under the Companies Act by the Government.

PART 2 TRANSFER OF ASSETS, RIGHTS AND LIABILITIES

3 Transfer of business undertaking of the corporation

(1) The following institutions may enter into agreements to subscribe for shares in NBV Limited in conjunction with the transfer of the corporation’s asset and liabilities:

(i) the International Finance Corporation;

(ii) the Asian Development Bank;

(iii) the Vanuatu National Provident Fund Board.

(2) If at least 2 or more of the institutions have entered into an agreement under subsection (1), the Minister may, by order in writing, direct that the business undertaking of the corporation be transferred to NBV Limited in exchange for the issue of shares in NBV Limited to the Government corresponding to 100% of the issued capital of NBV Limited at the time of the transfer.

(3) The transfer of assets, rights and liabilities under this section takes effect on the activation date for the value specified in the order.

(4) Subject to the Order made under subsection (2), on the activation date the following provisions have effect:

(a) the assets of the corporation comprised in its business undertaking vest in NBV Limited by virtue of this section and without the need for any conveyance, transfer, assignment or assurance; and

(b) the rights and liabilities of the corporation comprised in its business undertaking become by virtue of this section the rights and liabilities of NBV Limited; and

(c) all proceedings relating to the business undertaking commenced before the transfer by or against the corporation or a predecessor of the corporation and pending immediately before the transfer are to be taken to be proceedings pending by or against NBV Limited; and

(d) any act, matter or thing done or omitted to be done in relation to the business undertaking before the transfer by, to or in respect of the corporation is (to the extent that that act, matter or thing has any force or effect) to be taken to have been done or omitted by, to or in respect of NBV Limited; and

(e) a reference in any Act, or document made under that Act or to the corporation or a predecessor of the corporation is, subject to regulations under section 7 to be read as, or as including, a reference to NBV Limited.

(5) To avoid doubt, the operation of this section is not to be regarded:

(a) as a breach of contract or confidence or otherwise as a civil wrong; or

(b) as a breach of any contractual provision prohibiting, restricting or regulating the assignment or transfer of assets, rights or liabilities; or

(c) as giving rise to any remedy by a party to an instrument, or as causing or permitting the termination of any instrument, because of a change in the beneficial or legal ownership of any asset, right or liability; or

(d) as giving rise to any claim to a remedy by an employee of the corporation whether in respect to the transfer of the undertaking or the resultant dissolution of the corporation.

(6) The transfer and vesting of assets and liabilities of the corporation is to be exempted from payment of any and all duties, fees, charges and taxes including under the Stamp Duties Act [CAP 68], the Land Leases Act [CAP 163], the Value Added Tax Act [CAP 247], and any other legislation.”

PART 3 DISSOLUTION OF NATIONAL BANK OF VANUATU

4 Repeal of the National Bank of Vanuatu Act [CAP 209]

The National Bank of Vanuatu Act [CAP 209] and all regulations and by-laws made under that Act are repealed on the activation date.

5 Dissolution of the National Bank of Vanuatu and the National Bank of Vanuatu Board

(1) The corporation and the Board are taken to be dissolved on the activation date.

(2) A person holding office as a member of the Board immediately before its dissolution ceases to hold that office and is not entitled to any remuneration or compensation because of the loss of that office.

6 Applicability of Banking Laws

(1) Subject to subsection (2), NBV Limited is with effect from the activation date subject to the provisions of any law for the time being in force in relation to banks or financial institutions and banking including but not limited to the Financial Institutions Act [CAP 254].

(2) With effect from the activation date, NBV Limited is to be taken as a licensee for the purpose of the Financial Institutions Act [CAP 254] and on the same terms and conditions as applied to the licence previously issued in favour of the corporation.

PART 4 MISCELLANEOUS

7 Regulations

The Minister may make regulations, not inconsistent with this Act, for or with respect to any matter that by this Act is:

(a) required or permitted by this Act to be prescribed; or

(b) necessary or convenient to be prescribed for carrying out or giving effect to this Act.

8 Commencement

This Act commences on the date on which it is published in the Gazette.