S.I. No. 55/1992:

CORK AND LIMERICK SAVINGS BANK AND TRUSTEE SAVINGS BANK DUBLIN (APPROVAL OF AMALGAMATION SCHEME) ORDER, 1992.

CORK AND LIMERICK SAVINGS BANK AND TRUSTEE SAVINGS BANK DUBLIN (APPROVAL OF AMALGAMATION SCHEME) ORDER, 1992.

WHEREAS the Cork and Limerick Savings Bank and the Trustee Savings Bank Dublin propose to amalgamate;

AND WHEREAS the amalgamation day, being the day on which it is intended that the proposed amalgamation should take effect, is the 1st day of June, 1992;

AND WHEREAS a scheme for the amalgamation, the text of which is set out in the schedule to this Order, was submitted to me, Bertie Ahern, Minister for Finance, and to the Central Bank of Ireland by the aforesaid Banks not less than 4 months before the said amalgamation day pursuant to section 48 (1) of the Trustee Savings Banks Act, 1989 (No. 21 of 1989);

NOW, I Bertie Ahern, Minister for Finance, and the Central Bank of Ireland, in exercise of the powers conferred on me and on the Central Bank Ireland by the said section 48 (1), hereby order as follows:

1. This Order may be cited as the Cork and Limerick Savings Bank and the Trustee Savings Bank Dublin (Approval of Amalgamation Scheme) Order, 1992.

2. The scheme for the amalgamation of the Cork and Limerick Savings Bank and the Trustee Savings Bank Dublin, the text of which is set out in the Schedule to this Order, is hereby approved of.

SCHEDULE

SCHEME OF AMALGAMATION

1. INTRODUCTION

This Scheme of Amalgamation ("the Scheme") is being prepared under the provisions of Section 48 (1) (a) of the Trustee Savings Banks Act, 1989 (the "Act") and is submitted by the Trustees of both banks to the Minister for Finance and the Central Bank to seek the approval of the Minister for Finance and the Central Bank as provided under Section 48 (1) (b) of the Act.

The Trustees intend to request, in accordance with Section 14 of the Act, the consent of the Central Bank to the omission of the phrase "trustee savings bank" or the phrase "savings bank" from the proposed name ("TSB Bank") of the amalgamated bank. In addition, the Trustees of both banks intend to request the consent of the Minister and of the Central Bank to the amendment of Section 23 (2) and (3) to include the name of the amalgamated bank, TSB Bank.

2. TERMS OF AGREEMENT

On the 16th December, 1991 Heads of Agreement were signed on befalf of both banks. This section of the Scheme of Amalgamation summarises the principal terms in those Heads of Agreement.

2.1 Name

It was agreed that, following amalgamation, the new bank would be kown as TSB Bank.

2.2 Board

TSB Bank shall have no more than ten Board members. The initial Board of TSB Bank shall include four members of the existing CLSB Board together with the CLSB Chief Executive and five members of the existing TSB Dublin Board.

In addition, an Advisory Council will be formed comprising all of the existing CLSB Board and its Chief Executive together with all of the existing TSB Dublin Board. The Advisory Council will provide advice to the Trustees and will remain in existence for a period of three years from the date of amalgamation.

All members of the Board of TSB Bank and of the Advisory Council will be subject to the Rules of Qualification which apply to Trustees under the Act.

2.3 Management

The Chief Executive of TSB Bank will be Mr. Harry Lorton, the current Chief Executive of CLSB whilst Mr. Gerard Walsh, the current Chief Executive of TSB Dublin, will assume the position of Managing Director and Deputy Chairman.

2.4 Future Development

The Trustees of CLSB and of TSB Dublin recognises the need for an ongoing review of all the possible future development options which will be available to TSB Bank following amalgamation. This matter will be dealt with by the new Board.

2.5 Registered Office and Head Office

The Registered Office of TSB Bank will be at 1, Lapps Quay, Cork whilst the Head Office will be in Dublin.

2.6 Conditions

-- The passing by the separate Boards of CLSB and of TSB Dublin of a special resolution as laid down in Section 47 of the Act.

-- A satisfactory outcome to the due diligence review of each bank by the other bank.

-- The approval of the Minister for Finance and the Central Bank having been obtained as provided under Section 48 of the Act.

On the 13th and 30th January 1992, the Boards of Trustees of the separate banks each unanimously passed a special resolution, (as defined in Section 47 (3) of the Act) authorising the amalgamation.

Each of the separate banks is satisfied with the outcome of its due diligence review of the other bank.

The approvals of the Minister for Finance and the Central Bank are now being sought.

2.7 Timescale

The Heads of Agreement envisage an amalgamation day (as defined in Section 47 of the Act) of Monday, 1st June 1922 on the basis that the Scheme of Amalgamation would be submitted to the Minister for Finance and the Central Bank not later than 31st January 1992. The Act makes provision for a period of not less than two months within which the Minister and the Central Bank may either approve or decline to approve of the Scheme. There is a further two month period before amalgamation becomes effective.

3. Legislative Requirements

In accordance with the provisions of the Act, the Trustees of both banks agree that the provisions outlined below will apply:

-- Section 49 which provides for the transfer of any account with any one of the banks to be transferred or deemed to be transferred to TSB Bank on amalgamation day.

-- Section 50 which provides for the transfer of any security held by any of the banks to TSB Bank.

-- Section 51 which provides that TSB Bank shall, in relation to any security transferred or deemed to have been transferred by virtue of the provisions of Section 50, be entitled to the same rights and priorities and subject to the same obligations and incidents as the separate banks would have been entitled and subject to.

-- Section 52 which provides that the custody of any document, goods or other property held by any of the banks in connection with its business as bailee for any other person shall be transferred or deemed to be transferred to TSB Bank.

-- Section 53 which provides that the rights and entitlements of officers and staff in the employment of either of the banks are protected on amalgamation.

-- Section 54 which provides for the application of certain instruments to TSB Bank in place of either of the separate banks.

-- Section 64, which deals with exemption from stamp duty on amalgamation.

4. CONCLUSION

The Trustees of CLSB and the Trustees of TSB Dublin request the approval of the Minister for Finance and the Central Bank to the Scheme of Amalgamation outlined above.

GIVEN under my Official Seal, this 27th day of March, 1992.

BERTIE AHERN,

Minister for Finance.

GIVEN under the seal of the Central Bank of Ireland, this 27th day of March, 1992.

MAURICE DOYLE,

Governor.

PADRAIG McGOWAN,

Secretary.

EXPLANATORY NOTE.

This order approves the amalgamation scheme for the amalgamation of Cork and Limerick Savings Bank and Trustee Savings Bank Dublin as provided for under section 48 (1) of the Trustee Savings Banks Act, 1989 .