Whereas Australia and New Zealand Banking Group Limited (hereinafter referred to as the existing Bank) is, by virtue of the Australia and New Zealand Banking Group Act 1977 of the State of Victoria of the Commonwealth of Australia deemed to have been incorporated in the said State of Victoria and is a company within the meaning of the Companies Act 1961 of the said State of Victoria, and is a company limited by shares: And whereas the existing Bank is one of the trading banks named in Schedule 1 of the Reserve Bank of New Zealand Act 1964 and carries on the business of banking in, amongst other places, New Zealand: And whereas A.N.Z. Investments Limited (hereinafter referred to as ANZ Investments) and A.N.Z. Holdings Limited (hereinafter referred to as ANZ Holdings) are companies within the meaning of the Companies Act 1961 of the said State of Victoria and are companies limited by shares and are wholly-owned subsidiaries of the existing Bank: And whereas ANZ Properties (New Zealand) Limited (hereinafter referred to as ANZ Properties) was incorporated in New Zealand under the Companies Act 1955 on 9 July 1979 as a private company limited by shares and is a wholly-owned subsidiary of the existing Bank: And whereas ANZ Investments is the owner of certain assets situated in New Zealand, but has no place of business in New Zealand: And whereas ANZ Holdings is the owner of certain assets situated in New Zealand, and is an overseas company within the meaning of the Companies Act 1955, and has a place of business in New Zealand: And whereas ANZ Investments and ANZ Holdings are indebted respectively on loan account to the existing Bank: And whereas the existing Bank desires to establish in New Zealand a public company under the name of ANZ Banking Group (New Zealand) Limited (hereinafter called the Bank) to carry on in New Zealand and elsewhere the whole of the New Zealand business of the existing Bank, and for this purpose to transfer to the Bank the whole of the undertaking including all assets and liabilities, actual or contingent, of the existing Bank relating to its New Zealand business: And whereas section 458(2) of the Companies Act 1955 forbids the formation or registration under that Act of a company having for its object, or its principal object, the carrying on in New Zealand of the business of banking: And whereas an Act of Parliament is, accordingly, the only means by which a company may be established for the purpose of carrying on in New Zealand the business of banking: And whereas legislation is the only means by which a transfer to the Bank of the assets and undertaking of the whole of the New Zealand business of the existing Bank can be effected economically and without disruption to the conduct and continuity of the business of banking: And whereas it is desirable to divest ANZ Investments of its New Zealand assets by transferring the assets to the Bank: And whereas it is desirable to divest ANZ Holdings of most of its New Zealand assets by transferring the assets to ANZ Properties: And whereas it is expedient to vest the said assets in the Bank and ANZ Properties contemporaneously with the vesting in the Bank of the New Zealand business of the existing Bank: And whereas the objects of this Act cannot be attained without the authority of Parliament.