8.—27

1895. NEW ZEALAND.

AGREEMENT BETWEEN THE COLONIAL BANK OF NEW ZEALAND AND THE BANK OF NEW ZEALAND (COPY OF THE).

Laid on the table %n accordance with the provisions of " The Bank of New Zealand and Banking Act, 1895."

[Certified as a correct copy of the original agreement. —Jas. B. Heywood, Secretary to the Treasury, 18th October, 1895.1 An agkeement made the eighteenth day of October, 1895, between the Colonial Bank of New Zealand (hereinafter called "the selling bank") of the one part and the Bank of New Zealand (hereinafter called " the purchasing bank ") of the other part, whereby it is agreed as follows : — 1. The selling bank agrees to sell, and the purchasing bank agrees to purchase, the business and assets of the selling bank, except the uncalled capital and reserve liability of shareholders and the assets and debts mentioned in a certain list, marked " D," which has been prepared, and is identified by being signed by three directors of the selling bank and the purchasing bank respectively, and except also as hereinafter mentioned. 2. The business and assets of the selling bank, as disclosed in its balance-sheet hereinafter mentioned, a copy of which balance-sheet has been signed by such directors as aforesaid, shall, for the purposes of this, agreement, be considered as the basis of the contract entered into between the said parties. 3. For the purposes of this agreement the face value of the consideration is estimated at £461,211; but from this sum shall be deducted and retained by the purchasing bank the sum of £327,305, as security pending the taking-over, realisation, or adjustment of the accounts in the " B " and " C " lists respectively, as hereinafter mentioned. The sum of £133,906 shall be paid in cash by the purchasing bank to the selling bank on the ratification and approval of this agreement, as hereinafter mentioned. 4. Three lists of debts and accounts have been prepared, and marked respectively " A," "B," and " C " lists, which are identified by being signed by such directors as aforesaid. 5. The debts and accounts mentioned in the "A" list shall be taken over by the purchasing bank as of the value set opposite to the same respectively in such list. 6. The said sum of £327,305, part of the said purchase-money, represents sums in the righthand columns of the said " B " and " C " lists as marginal sums to be held by way of security pending the taking-over, realisation, or adjustment of the accounts in the said " B " and " C " lists respectively, and shall, subject to the provisions hereinafter contained, be retained by the purchasing bank for such purpose. 7. The assets and debts mentioned in the said " D " list shall not pass under this agreement, or become the property of the purchasing bank, but shall remain the property of the selling bank. 8. The business and the assets hereby agreed to be sold shall be retained by the selling bank up to the date hereinafter fixed for the transfer of the said business, and as from the 31st day of May last in London, and as from the 31st day of August last in New.Zealand, up to such date so fixed the selling bank shall be deemed to have been and to be carrying on business on behalf of the purchasing bank, and shall accordingly account to the purchasing bank for all benefits received, and be indemnified by the purchasing bank against all liabilities, obligations, and expenses (unless arising from the wrongful or negligent act of the selling bank or its officers) incurred in carrying on the business of the bank. All rates, taxes, and fire insurance premiums in respect of the premises and assets hereby agreed to be sold up to the said 31st day of August last shall be discharged by the selling bank, and thereafter by the purchasing bank, and all such rates, taxes, and premiums shall, if necessary, be apportioned.