Cap. 261 Art. 20Transferred loans.

(1) Where a public deed is entered into between the

Company and another company or other body corporate designated in writing by the Minister responsible for finance as the designated transferee for the purposes of this article (such company or body being hereinafter referred to as "the transferee") and such deed transfers or purports to transfer to the transferee any loans or advances made by the Company, and specified in the deed whereby they are or are purported to be, transferred by an indication of the name of the debtor and the date of, and name of the notary executing, the deed whereby the relative loan or advance was made (such loans and advances being in this Act referred to as "the transferred loans"), the deed entered into as aforesaid between the Company and the transferee shall, with effect from the date on which such transfer is by the deed to become operative (in this Act referred to as "the operative date"), effect the transfer to the transferee of all such loans and advances, and -

(a) such transfer shall effect also the transfer of all rights, real and personal, relating to the transferred loans, including any privilege, hypothec, pledge or other security whatsoever, as well as any rights against sureties, and in regard to third parties such transfer shall have effect upon the registration in the Public Registry of the public deed effecting such transfer by means of a note containing the designation of the parties to the deed and the date and nature of such deed, without any further compliance with any other requirement of law;

(b) the transfer of any right, liability or other obligation as aforesaid -

(i) shall not operate as a novation in any such right, liability or obligation and any such right, liability or obligation shall continue to have effect as if there were no change in the holder, creditor or debtor thereof, and as if they had give rise to any forfeiture;

(iii) shall not give rise to the payment of any premium or penalty, or to any other payment whatsoever;

(iv) shall not invalidate, release from or discharge any contract or security;

(c) every contract relating to the transferred loans in force on the operative date and to which the Company is a party shall, on and after that date, continue to have effect and be construed as if -

(i) the transferee had been a party thereto instead of the Company;

(ii) for any reference (however worded and whether expressed or implied) to the Company there were substituted, as respects anything falling to be done on or after the operative date, a reference to the transferee;

(iii) for any reference (however worded and whether expressed or implied) to the directors, or to a director, officer or employee of the Company there were substituted, as respects anything falling to be done on or after the operative date, a reference to the directors, or to a director, officer or employee of the transferee, or the equivalent thereof, as the case may require, and the provisions of sub-paragraphs (ii) and (iii) of this paragraph shall apply to any other contract or document (including any note entered in the Public Registry) relating to the transferred loans as in force on the operative date as they apply in relation to a contract to which the Company is a party;

(d) every account relating to the transferred loans between the Company and any other person shall, on and after the operative date, become an account between the transferee and that other person subject to the same terms, conditions and incidental matters as applied before that date, and any such account shall be deemed for all purposes to be a single continuing account;

(e) any instruction, direction, mandate, power of attorney, authority or consent given to the Company in relation to the transferred loans, as in force immediately before the operative date, shall continue to have effect, on and after that date, as if given to the transferee;

(f) any security transferred to the transferee which immediately before the operative date was held by the Company as security for the payment or discharge of which extends to future advances or liabilities shall, on and after the operative date, be held by and be available to the transferee as security for future advances by and future liabilities to the transferee in the same manner in all respects as future advances by or future liabilities to the Company were secured thereby before that date;

(g) any judgment or award obtained by or against the Company in relation to the transferred loans before the operative date and not fully satisfied on that date shall, on and after that date, be enforceable by and against the transferee.

(2) Nothing in subarticle (1) shall preclude the notary receiving the deed whereby the transferred loans are transferred to the transferee from entering in any appropriate register at the Public Registry or in any note registered or enrolled in that Registry such reference or other annotation as may be appropriate in the circumstances.