IBRC Special Liquidation Order – Legal Office Notice No. 3 of 2013
Irish Bank Resolution Corporation Special Liquidation Order
Pursuant to a duty and obligation, imposed under Section 4 of the Irish Bank Resolution Corporation Act 2013, (the Act), the Minister for Finance signed the Irish Bank Resolution Corporation (Special Liquidation) Order 2013 (S.I. No. 36 of 2013) (the Order) on 7th February 2013.
Kieran Wallace and Eamonn Richardson both of KPMG, 1 Stokes Place, St. Stephen’s Green, Dublin 2 are appointed as joint Special Liquidators of the IBRC. Their various functions, powers and duties may be exercised and fulfilled by either or both of the joint Special Liquidators, acting jointly or individually.
Part VI of the Companies Act 1963 applies to the Special Liquidators to the extent set out in Section 10 and Part 1 of the Schedule to the Act. This includes, amongst other matters, the provisions of Section 231(2) of the Companies Act 1963. Thus the Special Liquidators may sell the property of IBRC by public auction or private contract. They may do all acts and execute, in the name of and on behalf of IBRC, all deeds, receipts and other documents, and for that purpose use, when necessary, the company seal.
Under Section 13 of the Act, the Minister for Finance may direct or NAMA may elect that it, or one of its entities, acquire the assets, obligations and liabilities of IBRC. Certain loan facilities have been transferred to National Asset Loan Management Limited (NALM), a subsidiary of the National Asset Management Agency (NAMA), pursuant to the National Asset Management Agency Act, 2009. Irish Bank Resolution Corporation Limited (in Special Liquidation) is managing these facilities on behalf or/for the benefit of NAMA/NALM.
Transfers by Mortgagees in Possession:
Form 24 of the Land Registration Rules 2012 is the prescribed Form of Transfer of property by a registered owner of a charge in exercise of a power of sale. In view of the complexities involved, in particular the fact that IBRC assets may form retained assets, which are held by the Special Liquidators, or assets vested in NALM, it has been accepted that certain alterations and additions be allowed to the prescribed Form 24, pursuant to Rule 52(1) of the Land Registration Rules 2012.
With regard to retained assets, the Transfer will contain an extended parties clause and recitals that will refer to the following events on title:
- The creation of the original charge
- The powers of the chargee as mortgagee under the relevant Conveyancing Acts
- (In the case of Irish Nationwide Building Society charges) – The Transfer Order made in the High Court on 1st July 2011 transferring assets of INBS to Anglo Irish Bank Corporation Limited and reciting that the assets so transferred included the Premises (subject property)
- Special Resolution dated 14th October 2011 whereby Anglo Irish Bank Corporation Limited changed its name to Irish Bank Resolution Corporation Limited
- The Irish Bank Resolution Corporation Act 2013 (Special Liquidation) Order 2013 made on 7th February 2013
- The appointment of the Special Liquidators
- The power of the Special Liquidators to act jointly or solely
- The contract for sale of the property to the purchaser
The Deed will be executed under seal of IBRC (in Special Liquidation) affixed in the presence of one or both Special Liquidators. The Special Liquidators(s) will also execute the Deed in his/their name(s) in that capacity.
Assets acquired by NALM, a NAMA Entity:
The opening paragraph of the Deed of Transfer by National Asset Loan Management Limited will set out the certificate, pursuant to Section 108 National Asset Management Agency Act 2009 that the charge is an acquired bank asset that is held by NALM as at the date thereof.
Subject as above, the Transfer by NALM as mortgagee in possession will be substantially as set out in Form 24.
Charges that are retained will be discharged as heretofore, using the e-discharge procedure.
Charges that have been acquired by NALM will be discharged in Form 57A, adapted to include the Section 108 certificate.
20th March 2013