Cap. 536 Art. 3Transfer of assets and liabilities. Cap. 386. Cap. 386. Cap. 386. Cap. 93.

(1) With effect from the date of the coming into force of this article, all assets and rights of whatever nature of the Corporation whether in Malta or outside Malta, and including but not limited to all real or other rights under any contract, all monies due by any person to the Corporation, and all shares in, stocks, or other interests of or in any other bodies held by it on the said day, shall, without the need of any formalities other than this Act vest in the Company, and all obligations and liabilities of the Corporation on the said day, shall by virtue of this Act be deemed to be liabilities and obligations of the Company without the need of any formalities other than this Act.

(2) All actions pending before any court, tribunal, arbitral tribunal, or any other adjudicating body, instituted by or against the Corporation shall be continued by or against the Company without the need of any formalities other than this Act.

(3) Notwithstanding the provisions of the Companies Act, with effect from the date referred to in sub-article (1), the Corporation shall for all purposes of law and by virtue of this sub-article be deemed to have been amalgamated into the Company and the provisions of sub-article (1) or article 354 of the Companies Act shall, mutatis mutandis apply, without the need of and to the provisions of this Act;

(b) the Company shall be deemed to be the "acquiring company", and the Corporation shall be deemed to be the "company being acquired" for the purposes of article 354(1) of the Companies Act.

(4) On the date referred to in sub-article (1), the Company shall issue new shares in favour of the Government of Malta as its shareholder, on such terms and conditions and at a value as may be specified by the Minister by notice in the Gazette, provided that the provisions of articles 73 and 74 of the Companies Act shall not apply to the aforesaid issue of shares by the Company and to the transfer of the assets and rights to the Company contemplated in sub-article (1).

(5) On the date referred to in sub-article (1), any guarantee, mandate, pledge, title transfer, privilege, hypothec or any security whatsoever granted by any third party, including but not limited to guarantees given by the Government, to secure any obligation or liability of the Corporation towards any of its creditors shall continue to have full effect, without the need of any formality other than this Act, to secure the liabilities and obligations which by virtue of this article shall become liabilities and obligations of the Company towards the same creditors.

(6) The provisions of this article and the vesting of all assets and liabilities, rights, interests and obligations in the Company from the Corporation:

(a) shall not operate as a novation in any right, liability or obligation, and any such right liability or obligation shall continue to have effect as if there were no change in the holder, creditor or debtor thereof, and as if they had always been rights, liabilities or obligations of the Company;

(b) shall not operate as a breach of covenant or condition, whether statutory or contractual or give rise to any forfeiture;

(c) shall not invalidate, release from or discharge any contract, guarantee, security or obligation undertaken for the benefit of, or by any third parties;

(d) shall not give rise to the payment of any laudemium, premium, penalty or other payment whatsoever.

(7) Nothing in this article shall preclude the Company from causing the entry in any appropriate register in the Public Registry or the Land Registry, or in any note registered or enrolled in those registries, such reference or other annotation as may be appropriate in the circumstances. Engineering Resources Ltd by virtue of this article and without the need of any other formalities.

(2) Engineering Resources Ltd shall take on all the rights and obligations which the Corporation had towards the employees prior to the transfer of the employees in virtue of this article, and each of such employees shall, for all intents and purposes of any law, be deemed to have been in the employment of Engineering Resources Ltd since the date on which he took up the employment with the Corporation, and each of such employees shall, for all intents and purposes of any law continue to enjoy the same rights and conditions held immediately before the coming into force of this article, including but not limited to pension rights or rights relating to the computation of any pension or of any pensionable service under the Pensions Ordinance or of any other law.