Banking Act · 2024 Revised Edition · Part · General
119. Approval by Authority for merger of certain banks
Official textFrom Attorney General's Chambers, unchanged
Subject to this section and section 120, on the joint application of a bank incorporated in Brunei Darussalam and one or more banks which are wholly-owned subsidiaries of that bank, the Authority may approve the merger of those banks and issue a certificate of approval.
bank
“bank” means a company which carries on banking business and holds a licence granted under section 4 or 23, and includes all branches and offices in Brunei Darussalam of any such company for the purposes of this Act;
The issue of a certificate of approval by the Authority under subsection (1) merges the banks that are parties to the merger agreement on which the application for the certificate of approval is based.
Authority
“Authority” means the Brunei Darussalam Central Bank established by the Brunei Darussalam Central Bank Order, 2010;
Banking
Where a certificate of approval is issued under subsection (1)
merging the banks, the merger shall for all purposes be deemed to have occurred and to be effective on the date mentioned in subsection (4).
A certificate of approval issued under subsection (1) shall have no force or effect until a copy of the certificate and the merger agreement on which it is issued is lodged with the Registrar of Companies, and upon being so lodged the certificate shall take effect on and from the date of lodgment.
agreement
“agreement” means an agreement whether formal or informal and whether express or implied;
No application to the Authority for a certificate of approval merging two or more banks may be made under subsection (1) unless —
the merger is between a bank and one or more banks which are wholly owned subsidiaries of that bank;
the banks proposing to merge have entered into a merger agreement; and
the application for the certificate of approval is made within 2 weeks from the date of execution of the merger agreement referred to in paragraph (b).
Where a certificate of approval is issued under subsection (1)
merging the banks, those banks shall publish a notice of the approval of the merger at least once in a local daily newspaper within one week.
For the avoidance of doubt, it is hereby declared that sections 151 and 152 of the Companies Act (Chapter 39) do not apply to the banks which have jointly applied for a certificate of approval under subsection (1).
Terms defined in s 2
agreement
Defined · s 2“agreement” means an agreement whether formal or informal and whether express or implied;
Authority
Defined · s 2“Authority” means the Brunei Darussalam Central Bank established by the Brunei Darussalam Central Bank Order, 2010;
bank
Defined · s 2“bank” means a company which carries on banking business and holds a licence granted under section 4 or 23, and includes all branches and offices in Brunei Darussalam of any such company for the purposes of this Act;