To provide for the transfer of the undertaking of The Royal Bank of Scotland public limited company to RBSG public limited company; and for purposes connected therewith.
[26 July 1985]
(Format changes—E.R. 7 of 2020)
The Royal Bank of Scotland public limited company (hereinafter called Royal Bank of Scotland) was incorporated by a Royal Charter granted by His Majesty King George the First dated 31 May 1727 under the name “The Royal Bank of Scotland”, was subsequently registered under Part VIII of the United Kingdom Companies Act 1948 as a company limited by shares under the name “The Royal Bank of Scotland Limited” and re-registered under the United Kingdom Companies Act 1980 as a public limited company and is now a registered non-Hong Kong company as defined by section 2(1) of the Companies Ordinance (Cap. 622); (Amended 30 of 2004 s. 3; 28 of 2012 ss. 912 & 920)
RBSG public limited company (hereinafter called the Bank) is a public company incorporated under the United Kingdom Companies Acts 1948 to 1980 as a company limited by shares formed with the object (amongst others) of carrying on, in the United Kingdom, Hong Kong and elsewhere, the business of banking and is a registered non-Hong Kong company as defined by section 2(1) of the Companies Ordinance (Cap. 622); (Amended 30 of 2004 s. 3; 28 of 2012 ss. 912 & 920)
it is expedient, in connection with a worldwide merger of the respective undertakings of Royal Bank of Scotland and Williams & Glyn’s Bank public limited company, that the said undertakings should be transferred to the Bank;
the Royal Bank of Scotland Act 1985 has been passed in the United Kingdom for the purpose of effecting the transfer of the said undertakings to the Bank (in so far as the same can be effected by United Kingdom legislation) and for the purpose of changing the name of Royal Bank of Scotland to “The Royal Bank of Scotland (1727) Limited” and changing the name of the Bank to “The Royal Bank of Scotland public limited company”; and
it is expedient that, in connection with the said worldwide merger, the Hong Kong business of Royal Bank of Scotland and that part of the undertaking of Royal Bank of Scotland which is governed by Hong Kong law or the transfer of which is governed by Hong Kong law or which is derived from the Hong Kong business of Royal Bank of Scotland should be transferred to the Bank by Hong Kong legislation:
This Ordinance may be cited as the Royal Bank of Scotland Ordinance.
In this Ordinance, unless the context otherwise requires—
appointed day (指定日期) means the day appointed under section 3; authorized representative (獲授權代表) when used in relation to Royal Bank of Scotland or the Bank means an authorized representative as defined by section 774(1) of the Companies Ordinance (Cap. 622); (Amended 30 of 2004 s. 3; 28 of 2012 ss. 912 & 920) customer (客戶) includes any person having a banking account or other dealing, transaction or arrangement with Royal Bank of Scotland or (as the context may require) the Bank; enactment (成文法則) means an enactment in this Ordinance or in any Ordinance or in any order, by-law, rule or regulation made under any Ordinance; existing (現有) means existing, outstanding or in force immediately before the appointed day; liabilities (法律責任) includes debts, duties and obligations of every description wheresoever arising (whether actual or contingent, present or future); property (財產) means property and assets of every description wheresoever situate, and includes property held on trust and securities, rights, benefits and powers of every description but does not include the common seal of Royal Bank of Scotland or any document (other than accounting records) required to be kept pursuant to the provisions of the United Kingdom Companies Act 1985 or the Companies Ordinance (Cap. 32) as in force from time to time before the commencement date* of section 2 of Schedule 9 to the Companies Ordinance (Cap. 622); (Amended 28 of 2012 ss. 912 & 920) Royal Bank of Scotland means The Royal Bank of Scotland public limited company; security (抵押) includes any mortgage or charge (whether legal or equitable), assignment, debenture, fixed security, floating charge, personal bond, bill of exchange, promissory note, trust receipt, warehouse warrant, guarantee, indemnity, lien, right of retention, hypothec, pledge (whether actual or constructive), mandate, hypothecation, right of set-off, right of compensation or undertaking, any standard security, any assignation or disposition ex facie absolute and any agreement or other deed, instrument or document qualifying the same, any bond and disposition or assignation in security, any bond of cash credit, any bond of cash credit and disposition or assignation in security, any assignation in security, any real right or burden of whatever kind in the nature of a security and any other deed, document, conveyance, instrument, arrangement or means (in each case made, granted, arising or subsisting under any applicable law) for securing the payment or discharge of any liability and also includes any agreement or undertaking (whether in writing or not) to give or execute any of the foregoing whether upon demand or otherwise; the Bank (RBSG 銀行) means RBSG public limited company; undertaking (業務) when used in relation to Royal Bank of Scotland means the business and all existing property and all existing liabilities of Royal Bank of Scotland; and will (遺屬) includes a codicil, a trust disposition and settlement, any other testamentary writing and any deed, disposition, contract, instrument or writing taking effect on the death of any person whereby any part of his estate is disposed of, or under which a succession thereto arises.(Amended 28 of 2012 ss. 912 & 920; E.R. 7 of 2020)
References in this Ordinance to property and liabilities of Royal Bank of Scotland are references to all property vested in or belonging to or held by Royal Bank of Scotland and all liabilities to which Royal Bank of Scotland is subject, whether beneficially or in any fiduciary capacity and whether or not capable of being transferred or assigned by Royal Bank of Scotland.
Any reference in this Ordinance to property or liabilities of Royal Bank of Scotland is a reference to property or, as the case may be, to liabilities of Royal Bank of Scotland whether situated in Hong Kong or elsewhere.
Any reference in this Ordinance to rights or liabilities of Royal Bank of Scotland is a reference to rights to which Royal Bank of Scotland is entitled or, as the case may be, to liabilities to which Royal Bank of Scotland is subject, whether under the law of Hong Kong or under the law of any country or territory outside Hong Kong.
The directors of the Bank may appoint a day for the purposes of this Ordinance: Provided that any day appointed under this section shall not be before a licence has been granted to the Bank under section 7 of the Banking Ordinance (Cap. 155).
Not less than 14 days before the day appointed under this section the Bank shall publish in the Gazette a notice stating the day so appointed.
The publication of notice under subsection (2) shall be conclusive evidence of a day being the appointed day for the purposes of this Ordinance, and a photostatic or other reproduction of a page or part of a page of the Gazette containing the notice certified by an authorized representative of the Bank shall be evidence of the publication of the notice.
On the appointed day that part of the undertaking of Royal Bank of Scotland which is governed by Hong Kong law or the transfer of which is governed by Hong Kong law or which is derived from the Hong Kong business of Royal Bank of Scotland shall, by virtue of this Ordinance and without further act or deed, be transferred to, and vest in, the Bank to the intent that the Bank shall succeed to such part of the undertaking of Royal Bank of Scotland as if in all respects the Bank were the same person in law as Royal Bank of Scotland.
Without prejudice to the generality of any other provision of this Ordinance but subject to any provision in this Ordinance to the contrary effect, the following provisions of this section shall have effect for the purposes of section 4.
All existing contracts, agreements, certificates, awards, conveyances, deeds, leases, licences, notices, permits, guarantees, bonds, indemnities, mandates, instructions and other instruments and undertakings entered into by, made with, given to or by or addressed to Royal Bank of Scotland (whether alone or with any other person and whether as principal or agent and whether in writing or not) shall be construed and have effect on and from the appointed day as if—
instead of Royal Bank of Scotland, the Bank had been the person by whom they were entered into, with whom they were made, to or by whom they were given or to whom they were addressed (as the case may be);
for any reference (however worded and whether express or implied) to Royal Bank of Scotland there were substituted, as regards anything falling to be done or capable of being done on or after the appointed day, a reference to the Bank; and
any reference (however worded and whether express or implied) to the directors or to any director, officer or employee of Royal Bank of Scotland were, as regards anything falling to be done or capable of being done on or after the appointed day, a reference to the directors of the Bank or, as the case may require, to such director, officer or employee of the Bank as the Bank may appoint for that purpose or, in default of appointment, to the director, officer or employee of the Bank who corresponds as nearly as may be to the first-mentioned director, officer or employee.
Any existing deed or other instrument or document and any existing contract, agreement or undertaking not in writing (other than one to which subsection (2) applies or a will) in which there is a reference (however worded and whether express or implied) to Royal Bank of Scotland or to the directors or to any director, officer or employee of Royal Bank of Scotland shall be construed and have effect on and from the appointed day as if—
for any such reference to Royal Bank of Scotland there were substituted, as regards anything falling to be done or capable of being done on or after the appointed day, a reference to the Bank; and
any such reference to the directors or to any director, officer or employee of Royal Bank of Scotland were, as regards anything falling to be done or capable of being done on or after the appointed day, a reference to the directors of the Bank or, as the case may require, to such director, officer or employee of the Bank as the Bank may appoint for that purpose or, in default of appointment, to the director, officer or employee of the Bank who corresponds as nearly as may be to the first-mentioned director, officer or employee.
Any deed or other instrument or document (other than a will), and any contract, agreement or undertaking not in writing which is made, executed or given on or after the appointed day and in which there is a reference (however worded and whether express or implied) to Royal Bank of Scotland or to the directors or to any director, officer or employee of Royal Bank of Scotland shall be construed and have effect as if—
for any such reference to Royal Bank of Scotland there were substituted, as regards anything falling to be done or capable of being done on or after the appointed day, a reference to the Bank; and
any such reference to the directors or to any director, officer or employee of Royal Bank of Scotland were, as regards anything falling to be done or capable of being done on or after the appointed day, a reference to the directors of the Bank or, as the case may require, to such director, officer or employee of the Bank as the Bank may appoint for that purpose or, in default of appointment, to the director, officer or employee of the Bank who corresponds as nearly as may be to the first-mentioned director, officer or employee.
Any enactment other than this Ordinance containing a reference (however worded and whether express or implied) to Royal Bank of Scotland or to the directors or to any director, officer or employee of Royal Bank of Scotland shall be construed and have effect on and from the appointed day as if—
for any such reference to Royal Bank of Scotland there were substituted, as regards anything falling to be done or capable of being done on or after the appointed day, a reference to the Bank; and
any such reference to the directors or to any director, officer or employee of Royal Bank of Scotland were, as regards anything falling to be done or capable of being done on or after the appointed day, a reference to the directors of the Bank or, as the case may require, to such director, officer or employee of the Bank as the Bank may appoint for that purpose or, in default of appointment, to the director, officer or employee of the Bank who corresponds as nearly as may be to the first-mentioned director, officer or employee.
Any property transferred to and vested in the Bank by virtue of this Ordinance which, immediately before the appointed day, was held by Royal Bank of Scotland, whether alone or jointly with any other person—
as trustee or custodian trustee of any trust deed, settlement, covenant, agreement or will, and whether originally so appointed or not, and whether appointed under hand or seal, or by order of any court or otherwise;
as executor of the will of a deceased person;
as administrator of the estate of a deceased person;
as judicial trustee or judicial factor appointed by order of any court; or
in any other fiduciary capacity whatsoever,
shall, on and from the appointed day, be held by the Bank alone or jointly with such other person (as the case may be), in the same capacity, upon the trusts, and with and subject to the rights, powers, provisions, liabilities and obligations applicable thereto respectively.
Any order of any court or any trust deed, settlement, covenant, agreement, will or appointment, whether made or executed before, on or after the appointed day, under or by virtue of which Royal Bank of Scotland was or is or, but for the provisions of this section, would have been (whether alone or with any other person) granted letters of administration or appointed trustee, custodian trustee, executor, tutor, curator, guardian, judicial trustee, judicial factor or custodian or appointed or confirmed in any other fiduciary capacity shall not fail by reason of anything in this Ordinance but shall, on and from the appointed day (or, if it be later, the date upon which such order, trust deed, settlement, covenant, agreement, will or appointment is made or executed), be read, construed and have effect as if for any reference therein to Royal Bank of Scotland there were substituted a reference to the Bank.
Where any order, trust deed, settlement, covenant, agreement, will or appointment such as is mentioned in subsection (2) authorized or authorizes Royal Bank of Scotland or (in the case of any such order, trust deed, settlement, covenant, agreement, will or appointment taking effect after the appointed day) would have authorized Royal Bank of Scotland (if it had accepted such appointment) to charge remuneration or otherwise to act in accordance with a scale or terms or conditions applicable to Royal Bank of Scotland at any particular date before, on or after the appointed day or for the time being, then on and from the appointed day (or, if it be later, the date upon which such order, trust deed, settlement, covenant, agreement, will or appointment is made or executed) every reference in such order, trust deed, settlement, covenant, agreement, will or appointment to such scale or terms or conditions shall be construed and have effect as if the same were a reference to the corresponding scale or terms or conditions applicable to the Bank at such particular date or for the time being (as the case may be):Provided that where any such reference is to a scale or terms or conditions applicable to Royal Bank of Scotland at some date before the appointed day, then the provisions of this subsection shall be construed and have effect as if such scale or terms or conditions had been applicable to the Bank at such prior date (notwithstanding that the Bank may not have been in existence at that date or may not have been carrying on the business of acting in the fiduciary capacity to which such scale or terms or conditions related) and as if every reference in such scale or terms or conditions to Royal Bank of Scotland had been a reference to the Bank.
Without prejudice to the generality of any other provision of this Ordinance, the following provisions shall have effect for the purposes of section 4—
any existing account between Royal Bank of Scotland and a customer shall be transferred to the Bank on the appointed day and shall become, on and from the appointed day, an account between the Bank and such customer with the same rights and subject to the same obligations and incidents (including rights of compensation and set-off) as would have been applicable thereto if such account between Royal Bank of Scotland and the customer had continued and such account shall be deemed for all purposes to be a single continuing account:Provided that nothing herein shall effect any right of the Bank or of the customer on or after the appointed day to vary the conditions or incidents subject to which any account is kept;
any existing instruction, order, direction, mandate, notice, representation, power of attorney, authority, consent or undertaking (whether in writing or not and whether or not in relation to an account) given to Royal Bank of Scotland, either alone or jointly with another person, shall apply and have effect, on and from the appointed day, as if given to the Bank or, as the case may be, to the Bank jointly with such other person;
any instruction, order, direction, mandate, notice, representation, power of attorney, authority, consent or undertaking (whether in writing or not) which is given to Royal Bank of Scotland, either alone or jointly with another person, on or after the appointed day and which, if given as aforesaid prior to the appointed day would have related to an existing account between Royal Bank of Scotland and a customer shall apply and have effect as if given to the Bank or, as the case may be, to the Bank jointly with such other person;
any security which is, immediately before the appointed day, held by or in favour of Royal Bank of Scotland as security for the payment or discharge of any liability shall, on and from the appointed day, be held by or in favour of the Bank and be available to the Bank as security for the payment or discharge of such liability;
where any security such as is mentioned in subparagraph (i) of this paragraph extends to future advances or future liabilities, the said security shall, on and from the appointed day, be held by or in favour of the Bank, and be available to the Bank, as security for future advances by, or future liabilities to, the Bank to the same extent and in the same manner in all respects as if it had been originally granted in favour of, and had originally extended to future advances by or future liabilities to, the Bank;
where any security such as is mentioned in subparagraph (i) of this paragraph was granted for a stated maximum amount, the said security shall, on and from the appointed day, have the same effect in favour of the Bank up to such maximum amount in all respects as if it had been originally granted in favour of the Bank for such maximum amount;
the Bank shall, in relation to any security such as is mentioned in subparagraph (i) of this paragraph and to the liabilities thereby secured, be entitled to the same rights and priorities and subject to the same obligations and incidents on and from the appointed day as Royal Bank of Scotland would have been entitled and subject to if the said security had continued to be held by it or in its favour;
the custody or possession of any document, goods or other property held by Royal Bank of Scotland, or by an agent for or nominee of Royal Bank of Scotland, as a bailee, depositary or custodian shall on and from the appointed day and by virtue of this Ordinance be transferred to the Bank or, as the case may require, be held by such agent or nominee as agent for or nominee of the Bank, and the rights and obligations of Royal Bank of Scotland under any contract of bailment, deposit or custodianship relating to such document, goods or property, or under any other contract or arrangement (whether in writing or not) or deed or other instrument or document regulating custody or possession of the same, shall by virtue of this Ordinance be transferred on the appointed day to the Bank;
any negotiable instrument or order for payment of money, whether drawn, given, accepted or endorsed before, on or after the appointed day, which is expressed to be drawn on, or given to, or accepted or endorsed by, Royal Bank of Scotland, or payable at any place of business of Royal Bank of Scotland, shall have the same effect on and from the appointed day (or, if it be later, the date upon which it is drawn, given, accepted or endorsed) as if it had been drawn on, or given to, or accepted or endorsed by the Bank, or payable at the same place of business of the Bank.
Any reference in paragraph (c) of subsection (1) to securities held by or in favour of Royal Bank of Scotland shall be construed as including a reference to securities held by an agent or trustee for, or a nominee of, Royal Bank of Scotland and any reference in that paragraph to securities held by or in favour of Royal Bank of Scotland being, on and from the appointed day, held by or in favour of the Bank shall be construed as including a reference to securities which are held by an agent or trustee for, or a nominee of, Royal Bank of Scotland being, on and from the appointed day, held by such agent, trustee or nominee as agent or trustee for, or nominee of, the Bank.
Section 5(2) shall apply to a contract for the employment of any person by Royal Bank of Scotland and employment by Royal Bank of Scotland and the Bank under any such contract shall be deemed for all purposes to be a single continuing employment.
No director, secretary or auditor of Royal Bank of Scotland shall, by virtue only of this Ordinance, become a director, secretary or, as the case may be, auditor of the Bank.
For the purposes of section 4 and without prejudice to the generality of any other provision of this Ordinance, the policies, rules, regulations and instruments constituting or relating to the fund shall, on and from the appointed day, be construed and have effect, so far as the context permits, as if for any reference therein, express or implied, to Royal Bank of Scotland (except in the name or title of the fund) there were substituted a reference to the Bank, but for the purpose of ascertaining and calculating the right to benefits under the fund, service or employment with Royal Bank of Scotland prior to the appointed day shall be taken into account as if it were service or employment with the Bank.
Where by virtue of this Ordinance any right or liability of Royal Bank of Scotland becomes a right or liability of the Bank, the Bank and all other persons shall, on and from the appointed day, have the same rights, powers and remedies (and in particular the same rights and powers as to taking or resisting legal proceedings or making or resisting applications to any authority) for ascertaining, claiming, perfecting or enforcing that right or liability as if it had at all times been a right or liability of the Bank; and any claim (including any contingent claim), action, arbitration or proceeding and any cause of action, arbitration or proceeding and any application to any authority which shall, immediately before the appointed day, be pending or existing by, against or in favour of Royal Bank of Scotland shall not abate or be discontinued or in any way prejudicially affected by reason of the provisions of this Ordinance, but the same may, on and from the appointed day, only be made, continued, prosecuted and enforced by or against or in favour of the Bank as and when it might have been made, continued, prosecuted and enforced by or against or in favour of Royal Bank of Scotland if this Ordinance had not been passed.
Any judgment, decree, order or award obtained by or against Royal Bank of Scotland and not fully satisfied before the appointed day, shall, to the extent to which it is enforceable by or against Royal Bank of Scotland, only be enforceable, on and from the appointed day, by or against the Bank.
Nothing in this Ordinance shall terminate or prejudicially affect the appointment, authority, rights or powers of any receiver or of any receiver and manager appointed by Royal Bank of Scotland, whether alone or with others, before the appointed day.
On and from the appointed day, Part III of the Evidence Ordinance (Cap. 8) shall apply to the banker’s records of Royal Bank of Scotland transferred to the Bank by virtue of this Ordinance, and to entries made therein before the appointed day, as if such banker’s records were the banker’s records of the Bank.
For the purposes of section 20 of the Evidence Ordinance (Cap. 8), banker’s records so transferred to the Bank shall be deemed to have been the ordinary banker’s records of the Bank at the time of the making of any entry therein which purports to have been made before the appointed day, and any such entry shall be deemed to have been made in the usual and ordinary course of business.
Where the transfer and vesting of any property forming part of the undertaking of Royal Bank of Scotland is governed otherwise than by the law of Hong Kong, Royal Bank of Scotland shall, if the Bank so requires, so soon as is practicable after the appointed day, take all necessary steps for the purpose of securing the effective transfer or vesting thereof to or in the Bank and, pending such transfer or vesting, shall hold any such property in trust for the Bank.
All records and other documents which would, before the appointed day, have been evidence in respect of any matter for or against Royal Bank of Scotland shall on and from the appointed day be admissible in evidence in respect of the same matter for or against the Bank.
The production of a Government Printer’s copy of this Ordinance, and such evidence of publication of notice of the appointed day as is specified in section 3(3), shall, for all purposes, be conclusive evidence of the transfer of the undertaking of Royal Bank of Scotland to the Bank and of the vesting thereof in the Bank in accordance with the provisions of this Ordinance.
Without prejudice to the generality of the foregoing—
a Government Printer’s copy of this Ordinance, together with such evidence of publication of notice of the appointed day, shall, in relation to any registered securities transferred to, and vested in, the Bank by virtue of this Ordinance, operate for all purposes as a duly executed instrument of transfer in respect of the transfer of such registered securities from Royal Bank of Scotland to the Bank;
any deed or other instrument or document made or executed on or after the appointed day whereby the Bank, whether alone or jointly with any other person, conveys, transfers or assigns, or purports to convey, transfer or assign, to any person (whether for consideration or not), or applies to be registered as the holder, proprietor or owner of, any property held by Royal Bank of Scotland immediately before the appointed day, whether alone or jointly with any other person, shall be sufficient evidence that the interest of Royal Bank of Scotland in such property became vested in the Bank by virtue of this Ordinance.
For the purposes of section 4, on and from the appointed day, and by virtue of this Ordinance—
every existing reserve of Royal Bank of Scotland shall be transferred to and for all purposes be and become a reserve of the Bank; and
the amount, description and character of every reserve of the Bank which shall come into being pursuant to paragraph (a) shall be the same in all respects as those of the corresponding existing reserve immediately before the appointed day, and all enactments and rules of law shall apply to or in respect of every such reserve of the Bank in the same manner in all respects as they applied to or in respect of the corresponding existing reserve immediately before the appointed day.
Every reference in subsection (1) to an existing reserve shall include a reference to any reserve or similar provision, irrespective of its name or designation (and whether the amount thereof be positive or negative in nature).
Without prejudice to the generality of subsection (1), any profits or losses of Royal Bank of Scotland earned or incurred after the beginning of the financial year in which the appointed day shall occur, shall, on and from the appointed day, and by virtue of this Ordinance, be treated for all purposes as profits or, as the case may be, losses, of the Bank.
It is hereby declared that the transfer and vesting of any property to and in the Bank by virtue of this Ordinance shall not—
constitute an acquisition of a right to occupy premises for the purposes of section 53(4) of the Landlord and Tenant (Consolidation) Ordinance (Cap. 7); or (Amended 16 of 2004 s. 16)
constitute an assignation, assignment, transfer, devolution, parting with possession or other disposition of property or of an interest in property for the purposes of any provision relating to assignation, assignment, transfer, devolution, parting with possession or other disposition contained in any deed or other instrument or document concerning that property or that interest; or
operate as a breach of covenant or condition against alienation; or
give rise to any forfeiture; or
invalidate or discharge any contract or security; or
operate so as to merge any leasehold interest in the reversion which is expectant thereon:
Provided that nothing in this section shall exempt Royal Bank of Scotland or the Bank from the provisions of the Stamp Duty Ordinance (Cap. 117).
To enable the Bank to complete a title, if thought fit, to any property transferred to it and vested in it by virtue of this Ordinance by notice of title, deed, instrument or otherwise, or to deduce title, this Ordinance shall be deemed to be, and may be used as, an assignment or assignation, conveyance, transfer or, as the case may be, general disposition of such property in favour of the Bank.
For the avoidance of doubt it is hereby declared that no testamentary gift shall be adeemed by reason only of the operation of any provision of this Ordinance.
Subject to the provisions of this Ordinance, nothing in this Ordinance shall exempt Royal Bank of Scotland or the Bank from the provisions of any enactment regulating the carrying on of the business of any of them.
Nothing in this Ordinance shall prejudice the powers of the Bank to alter its memorandum and articles of association or the powers of Royal Bank of Scotland to alter its business and objects or regulations; and nothing in this Ordinance shall derogate from or prejudice the powers of the Bank or Royal Bank of Scotland to change its name (whether its name at the time of the passing of this Ordinance or not), or to dispose of, or deal with, its assets or to carry on or discontinue its business or any part thereof.
Nothing in this Ordinance shall affect or be deemed to affect the rights of the Central Authorities or the Government of the Hong Kong Special Administrative Region under the Basic Law and other laws, or the rights of any body politic or corporate or of any other persons except such as are mentioned in this Ordinance and those claiming by, from or under them.
(Amended 60 of 1999 s. 3)
All costs, charges and expenses preliminary to, and of and incidental to, the preparation, obtaining and passing of this Ordinance shall be paid by the Bank.