{
  "id": "zw-1967-18",
  "type": "statute",
  "title": "Netherlands Bank of Rhodesia Limited (Private) Act",
  "title_en": "Netherlands Bank of Rhodesia Limited (Private) Act",
  "short_name": "zw-1967-18",
  "status": "in_force",
  "issued_date": "1967-01-01",
  "in_force_date": "1967-01-01",
  "url": "https://zimlii.org/akn/zw/act/1967/18/eng@2016-12-31",
  "provisions": [
    {
      "provision_ref": "s1",
      "section": "1",
      "title": "Short title",
      "content": "1. Short title This Act may be cited as the Netherlands Bank of Rhodesia Limited (Private) Act [Chapter 24:08] ."
    },
    {
      "provision_ref": "s2",
      "section": "2",
      "title": "Interpretation",
      "content": "2. Interpretation In this Act— “ Rhodesian Bank ” means the Netherlands Bank of Rhodesia Limited, about to be incorporated; “ Rhodesian business ”, in relation to the South African Bank , means the business of a commercial bank carried on in and from Rhodesia by the South African Bank ; “ South African Bank ” means the Netherlands Bank of South Africa Limited."
    },
    {
      "provision_ref": "s3",
      "section": "3",
      "title": "Confirmation of the Agreement",
      "content": "3. Confirmation of the Agreement From the 1st August, 1967— (a) all the assets and all the liabilities of the Rhodesian business of the South African Bank shall vest in and become binding upon the Rhodesian Bank ; (b) the Rhodesian Bank shall have the same rights and be subject to the same obligations in respect of the said assets and liabilities as were immediately before the 1st August, 1967, possessed by or binding upon the South African Bank ; (c) all agreements, appointments, transactions and documents made, entered into, drawn or executed by, with or in favour of the South African Bank in respect of or arising from its Rhodesian business in force immediately before the 1st August, 1967, shall remain of full force and effect and shall be construed for all purposes as if they had been made, entered into, drawn or executed by, with or in favour of the Rhodesian Bank ; (d) any mortgage bond, pledge, guarantee or other instrument to secure future advances, facilities or services by the South African Bank , in respect of or arising from the Rhodesian business of the South African Bank , which was in force immediately before the 1st August, 1967, shall remain of full force and effect and shall be construed as a mortgage bond, pledge, guarantee or instrument given to or in favour of the Rhodesian Bank as security for future advances, facilities or services by the Rhodesian Bank ; and the Agreement between the South African Bank and the Rhodesian Bank , which was signed on the 21st November, 1966, and which is set out in the Schedule, is hereby ratified and confirmed."
    },
    {
      "provision_ref": "s4",
      "section": "4",
      "title": "Recording of transfer of title, etc., to Rhodesian Bank",
      "content": "4. Recording of transfer of title, etc., to Rhodesian Bank The Registrar of Companies, the Registrar of Deeds and every officer in charge of an office in which is registered any title to property belonging to or any mortgage bond or other right in favour of or any appointment of or by or in which has been issued any licence to or in favour of the South African Bank in respect of its Rhodesian business shall upon the production to him of any relevant deed, bond, certificate, letter of appointment, licence or other document make such endorsement thereon and effect such alteration in his registers as may be necessary to record the transfer thereof and of any rights thereunder to the Rhodesian Bank and no transfer fees, stamp duty, registration fees, licence fees or other charges shall be payable in respect of the transfer or any endorsement or alterations so made to give effect thereto."
    },
    {
      "provision_ref": "s5",
      "section": "5",
      "title": "Preservation of rights not affected by this Act",
      "content": "5. Preservation of rights not affected by this Act Save as is otherwise expressly provided in this Act, the provisions of this Act shall not derogate from the rights of any creditor of the South African Bank . Schedule (Preamble and Section 3) Vendor's Agreement Memorandum of Agreement made and entered into by and between NETHERLANDS BANK OF SOUTH AFRICA LIMITED herein duly represented by CAREL ANTON DE BRAAL in his capacity as GENERAL MANAGER thereto duly authorized and empowered by and in terms of a Resolution passed at Johannesburg on the 28th day of October, 1966, a certified copy whereof is hereto annexed marked “A” (hereinafter referred to as the SELLER) of the one part; and GEORGE HARRY MARCUS BEAK in his capacity as attorney, agent or trustee for a Company about to be formed and registered under the style or name of NETHERLANDS BANK OF RHODESIA LIMITED (hereinafter referred to as the PURCHASER) of the other part; WITNESSETH: THAT WHEREAS the SELLER has carried on and is at present carrying on the business of Bankers in all its Branches in Rhodesia and elsewhere; AND WHEREAS for divers reasons it is desirable and has been agreed that the part of the said Banker’s business and all business incidental thereto of the SELLER presently carried on in Rhodesia together with all business arising in or conducted from the said territory by the SELLER, including all property thereof in Rhodesia, shall be sold to and acquired by, conveyed to and taken over by the PURCHASER which shall also assume responsibility for carrying out all obligations and meeting all liabilities of the SELLER, in respect of the business sold in terms of this Agreement, for the purpose of carrying on the said business in the said territory and such other places as the PURCHASER may hereafter decide; AND WHEREAS it is desirable and has been agreed that for the said purposes inter alia the PURCHASER shall be incorporated and registered in Rhodesia as a Company with limited liability and as a Commercial Bank in terms of the statutory provisions there applicable with the objects set out in and in terms of a Memorandum and Articles of Association which for the time being have been settled to the satisfaction of the SELLER and the PURCHASER respectively and which has included in the Memorandum of Association, inter alia , an object and power enabling the said Company when registered to ratify and adopt with or without modification the provisions of this Agreement; AND WHEREAS it is desirable that prior to the registration of the PURCHASER as a Company the terms and conditions of the Agreement between the said parties shall be determined and recorded in writing; NOW THEREFORE it is agreed between the parties hereto as follows: (1) The SELLER sells to the PURCHASER which purchases subject to the terms and conditions of this Agreement the whole of the Banking Business (including all property, rights and assets thereof) as presently carried on and possessed by the SELLER in Rhodesia (hereinafter referred to as the said territory) and hereinafter referred to as the said business, provided that the PURCHASER shall assume responsibility for and undertake to carry out all the obligations and meet all the liabilities of the SELLER as undertaken in respect of and arising from the said business, which are disclosed by the books of the SELLER as audited per the 30th September, 1966 (hereinafter referred to as “the said books”) and whether such obligations and liabilities shall be to the public, clients of the said business or howsoever otherwise arising, but excepting and providing that certain of the obligations, liabilities and responsibilities of the SELLER to the staff employed by the SELLER as at the effective date are not hereby taken over and are more fully dealt with in Clause 16 hereunder. (2) Without limiting or restricting the generality of the description of the said business sold to and the rights, liabilities and obligations taken over by the PURCHASER in terms of this Agreement the said business shall include and consist of all movable and immovable, corporeal and incorporeal property, rights, assets and all obligations and liabilities as specified in paragraph (1) above of the said banking business of the SELLER and all business activities connected therewith, arising therefrom and incidental thereto, conducted in and from the said territory. (3) The aforesaid property, rights, assets, obligations and liabilities comprising the said banking business shall be determined as reflected in the said books. The SELLER warrants to the PURCHASER as follows: (i) that the said books are true and correct in all material respects and fairly represent the financial condition of the said business in Rhodesia as at 30th September, 1966; (ii) that as at 30th September, 1966, there are no liabilities, absolute or contingent, arising out of or incidental to the said business other than those disclosed in the said books. Subject to the aforesaid warranties the PURCHASER purchases each and every part or portion of the property, claims, rights, obligations or anything sold or made over in terms of this Agreement from the SELLER on the understanding that all conditions or warranties whether express or implied by law or by the conduct of the parties to this Agreement, are excluded. (4) The PURCHASER indemnifies the SELLER and holds the SELLER covered against all claims, actions, proceedings, or demands, howsoever arising, and instituted by any person or corporation whatsoever and against all damages, costs and expenses whatsoever claimed against, suffered or incurred by the SELLER no matter how arising and whether any of the said possible liabilities covered by the said indemnity shall be presently outstanding or arise out of causes heretofore arising or which may hereafter arise, provided always that the same shall have reference to or arise out of the said business. (5) (a) The effective date for the transfer of ownership of purchase price for the said business shall be £574 873, which amount includes a figure agreed upon between the SELLER and the PURCHASER for estimated profits before tax over the period from the 1st day of October, 1966, until the effective date. (b) It is further hereby agreed that any difference in the amount of taxes payable over the period prior to the 30th September, 1966, in connexion with the said business, and the amount or amounts provided therefor by the SELLER in the said books as at that date will be for account of the SELLER. Any taxes due for the period as from 1st October, 1966, until the effective date are for account of the SELLER. (c) The current accounts existing as between the Rhodesian section of the SELLER'S business and the sections thereof outside Rhodesia shall remain in operation and in force as normal accounts as between Correspondent Bankers and any balances shown as outstanding thereon in the said books as at the 30th September, 1966, shall not be included in the aforesaid purchase price, nor be settled by the payment thereof. (6) (a) The effective date for the transfer of ownership of the rights and assets hereby sold to the PURCHASER, herein called “the effective date”, shall be the date of the incorporation of the PURCHASER as a Company upon which date transfer, cession and delivery thereof to the PURCHASER shall be effected. (b) Apart from the relative provisions contained in sub-clauses (a) and (b) of clause 5 hereof, the risk of and profit in and responsibility for the rights, assets, liabilities and obligations covered by this Agreement shall be regarded as having passed to the PURCHASER on and with effect from the 1st October, 1966, as from which date the PURCHASER shall, but merely as between the SELLER and the PURCHASER, be deemed to have taken over and to be conducting the whole of the said business and everything appertaining thereto for the account, profit and loss of the PURCHASER, but the SELLER shall until the effective date defined in su"
    }
  ],
  "definitions": [
    {
      "term": "Rhodesian Bank",
      "definition": "Rhodesian Bank ” means the Netherlands Bank of Rhodesia Limited, about to be incorporated",
      "source_provision": "s2"
    },
    {
      "term": "Rhodesian business",
      "definition": "Rhodesian business ”, in relation to the South African Bank , means the business of a commercial bank carried on in and from Rhodesia by the South African Bank",
      "source_provision": "s2"
    }
  ]
}