FINANCIAL INSTITUTIONS ACT, 2004

Section 66(1)

SCHEDULE 1

AMALGAMATION AND TRANSFER

Local financial institutions

1. (1) No local financial institution shall, without the prior approval of the Central Bank –

(a) amalgamate with any other financial institution, whether in Seychelles or elsewhere; or

(b) transfer to any other financial institution, whether in Seychelles or elsewhere, the whole or any part of its assets or liabilities, whether in Seychelles or elsewhere.

(2) An application for approval of an amalgamation or transfer referred to in subparagraph (1) must be made to the Central Bank in writing and must include –

(a) a statement of the nature of the amalgamation or transfer; and

(b) a copy of the proposed agreement, if any, under which the amalgamation or transfer is to be effected.

(3) If the Central Bank is satisfied that the proposed amalgamation or transfer will not be detrimental to the public interest it may, with the consent of the Minister, approve the amalgamation or transfer.

Foreign financial institutions

2. If a foreign financial institution –

(a) amalgamates with any other financial institution, whether in Seychelles or elsewhere; or

(b) transfers to any other financial institution, whether in Seychelles or elsewhere, the whole or any part of its assets or liabilities, whether in Seychelles or elsewhere, and that amalgamation or transfer will have a material effect on the operation of that foreign financial institution in Seychelles, it shall within 1 month of the amalgamation or transfer notify the Central Bank in writing and shall submit to the Central Bank –

(i) a statement of the nature of the amalgamation or transfer; and

(ii) a copy of the agreement, if any, by which the amalgamation or transfer was effected.

Effect of amalgamation or transfer

3. (1) This paragraph applies –

(a) on a transaction referred to in paragraph 1(1) coming into effect; or

(b) with respect to the assets and liabilities in Seychelles of a foreign financial institution on a transaction referred to in paragraph 2 coming into effect.

(2) All the assets and liabilities of the amalgamating financial institutions or, in the case of a transfer of assets or liabilities, those assets and liabilities of the financial institution by which the transfer is effected, shall vest in and become binding on the amalgamated financial institution or, as the case may be, the financial institution taking over those assets or liabilities.

(3) The amalgamated financial institution or, in the case of a transfer of assets or liabilities, the financial institution taking over those assets or liabilities, shall have the same rights and be subject to the same obligations as were, immediately before the amalgamation or transfer, possessed by or binding on the amalgamating financial institutions or, as the case may be, the financial institution by which the transfer has been effected.

(4) All agreements, appointments, transactions and documents made by, with or in favour of any of the amalgamating financial institutions, or as the case may be, the financial institution by which the transfer has been effected, and in force immediately prior to the amalgamation or transfer, shall remain of full force and effect and shall be construed for all purposes as if they had been made by, with or in favour of the amalgamated financial institution or, as the case may be, the financial institution taking over the assets and liabilities in question.

(5) Any mortgage, bond, pledge, guarantee or other instrument to secure future advances, facilities or services by any of the amalgamating financial institutions, or, as the case may be, the financial institution transferring those assets or liabilities, which was in force immediately prior to the amalgamation or transfer, 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 amalgamated financial institution or, as the case may be, the financial institution taking over those assets or liabilities as security for future advances, facilities or services by that institution.

(6) The Registrar of Companies, the Land Registrar, the Registrar of Deeds and every officer having responsibility for the registration of any title or any property belonging to, or any mortgage, bond or other rights in favour of, or any appointment of or by or in which has been issued any licence to or in favour of any financial institution which has amalgamated with any other financial institution or any financial institution which has transferred any of its assets or liabilities to any other financial institution shall–

(a) on being satisfied that-(i) in the case of the local financial institution, the Central Bank has, in terms of paragraph 1, approved of the amalgamation or transfer, or

(ii) in the case of a foreign financial institution, the Central Bank has been notified in terms of paragraph 2,

and that the amalgamation or transfer has been duly effected; and

(b) on the production by the financial institution to him of any relevant deed, bond, certificate, letter of appointment, licence or other document, make such endorsements thereon and effect such alteration thereto as may be necessary to record the transfer of it and of any rights under it to the amalgamated institution, or, as the case may be, the financial institution which has taken over those assets or liabilities, and no transfer fees, stamp duty, registration fees, transcription fees, inscription fees, licence fees, or other charges shall be payable in respect of the transfer or any endorsement or alteration so made to give effect to the transfer.

(7) This paragraph does not affect the rights of any creditor of a financial institution which has amalgamated with or transferred any assets or liabilities to any other financial institution, except to the extent provided in this paragraph.