HBOS Group Reorganisation Act 2006

17 Evidence of transfer

(1) The production of a Queen’s Printer’s copy of this Act or a photocopy thereof and such evidence of publication of notice of an appointed day as is specified in subsection (4) of section 9 (appointed day) of this Act shall, for all purposes, be conclusive evidence of the transfer to, and vesting in, the Bank of the relevant undertaking or relevant part of an undertaking, in accordance with the provisions of this Act.

(2) Without prejudice to the generality of subsection (1) above, any such copy of this Act shall, in relation to any registered securities within the meaning of the Stock Transfer Act 1963 (c. 18) transferred to the Bank by virtue 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 a transferor company to the Bank.

(3) Without prejudice to the generality of subsection (1) above—

(a) any document made or executed on or after an appointed day whereby the Bank, whether alone or jointly with another person—

(i) conveys or transfers, or purports to convey or transfer, to any person (whether for consideration or not), or

(ii) applies to be registered as the holder or proprietor of,

any property held by a transferor company immediately before the appointed day, whether alone or jointly with another person, shall be sufficient evidence that the interest of the transferor company has been transferred to the Bank, alone or jointly, under this Act; and

(b) where there is any other transaction by the Bank on or after the appointed day in connection with, or in relation to, any property or liability which is property or a liability of a transferor company immediately before the appointed day, it shall be deemed in favour of—

(i) any other party to the transaction, or

(ii) any person claiming through or under him,

that the Bank has full power and authority for that transaction as if the property or liability had been transferred to it under this Act.

(4) Without prejudice to the generality of subsection (1) above—

(a) any document made or executed on or after an appointed day whereby the transferor company, whether alone or jointly with any other person—

(i) conveys or transfers, or purports to convey or transfer, to any person (whether for consideration or not), or

(ii) applies to be registered as the holder or proprietor of,

any property held by it immediately before the appointed day, whether alone or jointly with another person, shall be as effective as if that property had been conveyed, transferred or registered by the Bank; and

(b) where there is any other transaction by a transferor company on or after the appointed day in connection with, or in relation to, any property or liability which is property or a liability of the transferor company immediately before the appointed day, that transaction shall be as effective as if it had been a transaction by the Bank.

(5) The following—

(a) a certificate given by or on behalf of the Bank at any time before the dissolution of a transferor company and whether given before, on or after the appointed day, and

(b) a certificate given by or on behalf of the Bank after the dissolution of that transferor company

that any property or liability of the transferor company specified in the certificate will be or has been transferred, as the case may be, to the Bank under this Act shall be conclusive evidence for all purposes of the fact so certified.

(6) Nothing in this section affects the liability of a transferor company or the Bank to the other of them in respect of anything done, or purported to have been done, by either of them in connection with, or in relation to, any property or liabilities.