Robert Troy: NAMA to be Dissolved, IBRC Transfer to NTMA

Will the Bill now be read a second time, Minister? I move that the Bill be now read a second time. 20 minutes, Minister. Thank you, Ciann Comhairle. I am pleased to introduce the second stage of the National Treasury Management Agency Miscellaneous Bill 2026 on behalf of Aontáineiste Simon-Harris. It makes an important step in bringing the National Asset Management Agency and the special liquidation of the IBRC to a close. This Bill provides for the transfer and consolidation of the remaining activities of both NAMA and the special liquidation of IBRC within the NTMA, ensuring continuity and legal certainty for all parties and enabling the orderly wind-down and dissolution of both entities. To give effect to this, the Bill provides for the dissolution of NAMA on the appointed dissolution day. On that day, any remaining NAMA activities will transfer to the NTMA. The Bill also provides for the transfer of residual matters from IBRC in special liquidation to the NTMA. This will take place by way of a ministerial direction and a transfer agreement to be entered into by the special liquidators of IBRC and the NTMA. Once this transfer has taken place, the special liquidators will finalise the liquidation of the IBRC in line with their obligations under company law, including the dissolution of remaining IBRC subsidiaries and the resolution of any outstanding administrative and tax matters. In order to ensure the NTMA can manage this combined residual activity effectively, the Bill also confers on the NTMA the necessary functions and powers to undertake this work. Taken together, these measures mark an important milestone in bringing to a conclusion two interventions that were central to stabilising the financial system and protecting the wider economy following the global financial crisis. Since then, both NAMA and the IBRC special liquidators have worked through complex portfolios and litigation. This Bill reflects the fact that the very substantial work of both is now largely complete. While recognising the challenges of the period that led to these interventions, it is also important to acknowledge the substantial and diligent work carried out by NAMA and the special liquidators in the interest of the State. Therefore, before turning to the detail of the legislation, I want to acknowledge the extensive work undertaken over many years by both NAMA and the IBRC special liquidators. NAMA was established in 2009 as part of the State's response to the financial crisis. It acquired loans with a par value of €74bn for a consideration of €31.8bn, including €5.6bn of State aid to the five participating financial institutions. The value of the residual portfolio to transfer to NAMA or the NTA is projected to be less than €25m and demonstrates the progress of NAMA in resolving its acquired portfolio. Over its lifetime, NAMA has delivered significant outcomes for the State, including the redemption of €30.2bn in senior debt in 2017, three years ahead of schedule, eliminating a major contingency liability for the State, the full repayment of its €1.6bn in subordinated debt by 2020, leaving the Agency fully debt-free, a lifetime contribution of €5.6bn to the Exchequer comprising of €4.7bn in cash, more than €450m in corporation tax and a transfer of assets valued at €425m to the Land Development Agency for retention in State ownership, facilitating the delivery of over 44,500 homes, including approximately 3,000 social homes, the regeneration of the Dublin Docklands Strategic Development Zone, supporting the delivery of over 4.2 million square feet of commercial space and more than 2,000 homes, the transfer to the Land Development Agency of the NAPRS portfolio of social homes, as well as two large development sites within which the LDA believe can deliver over 7,000 homes. Throughout its life, NAMA has operated within a strong statutory governance and accountability framework. From a peak of 369 staff, it is now expected that just eight staff members will be required within the NTMA to manage the remaining residual activity to completion. NAMA is widely recognised internationally as one of the most successful State-backed asset management agencies established in response to the global financial crisis and played a key role in restoring confidence in the Irish economy. The Irish Bank Resolution Corporation was placed into special liquidation on 7 February 2013. At inception, the special liquidators were tasked with realising a loan portfolio valued at €21bn, comprising more than 15,000 borrower groups and collateral spread across 22 jurisdictions. The scale and complexity of this liquidation was unprecedented in the State's history. Since then, the special liquidators have disposed all assets, resolved the overwhelming majority of borrower relationships, asset disposals and cross-border legal issues, paid all unsecured creditors in full, including interest in respect of the amounts owed and the date of liquidation, returned approximately €1.7bn to the State in respect of its claims and related holdings, delivered €470m in distributions to the Exchequer, with further distributions expected prior to its final dissolution, progressed the liquidation to its final stage, with only residual litigation and associated loan matters remaining. As with any liquidation of this scale, it is normal and expected that certain matters, particularly litigation, continue for some time beyond the active disposal phase. The NTMA is now ready to assume responsibility for this final phase. The Agency has engaged closely with NAMA and the special liquidators, as the Department of Finance as the preparer for the transfer of responsibilities. I would like to acknowledge the contribution of NAMA, the NTMA and the special liquidators of IBRC in reaching this point. In particular, I wish to recognise the leadership team in NAMA and the special liquidators. I also thank the Office of Attorney General, the Office of the Revenue Commissioners, the Data Protection Commissioner, European Commissioner and officials across government for the detailed work undertaken throughout the drafting process. I will now move to the text of the Bill. As already set out, this Bill has three objectives. 1. To dissolve the National Asset Management Agency and transfer all of its remaining assets, liabilities, rights, obligations, records and causes of action to the NTMA. 2. To enable the transfer of residual matters of the IBRC special liquidation to the NTMA or a subsidiary of it by way of ministerial direction and transfer agreement. 3. To confer upon the NTMA the functions necessary to manage these combined residual matters to completion. The Bill also repeals NAMA Act 2009, amends the NTMA Act 2014 and the IBRC Act 2013 and makes consequential amendments across multiple enactments and statutory instruments. The Bill is divided into four parts with 54 sections in total and includes three schedules. Part 1, Preliminary and General, is comprised of Section 1 to Section 5. These sections provide for standard legislative matters including the short title, commencement provisions, interpretation, expenses, repeals and revocations. Part 2 is comprised of Sections 6 to 16 and provides for the dissolution of NAMA and the transfer of residual matters to the NTMA. Section 6 defines key terms for the purpose of this part. Section 7 provides that the Minister for Finance will appoint a day for the dissolution day of NAMA. Section 8 provides that NAMA shall stand dissolved on the dissolution day. Section 9 to 12 provide that all lands, property, rights and liabilities of NAMA shall be vested in the NTMA. The continuation of contracts and that all records held by NAMA are transferred to the NTMA. Section 13 provides that any claim arising from NAMA's performance of its functions prior to the dissolution day will lie against the NTMA and the NTMA is substituted for NAMA in any legal proceedings. Section 14 provides that anything commenced and not completed by NAMA can be carried on by the NTMA. Section 15 provides for the preservation of any indemnity previously granted under Section 34 of the NAMA Act 2009. Section 16 provides for the final accounts and final annual report of NAMA to be completed by the NTMA. Part 3 covers sections 17 to 20 of the Bill. It amends the IBRC Act 2013 by inserting new sections 11a to 11d into the Act. Taken together, these sections provide for the Minister to direct the Special Liquidators and the NTMA enter into a transfer agreement to transfer residual matters from the IBRC Special Liquidation to the NTMA. They also provide for the substitution of the NTMA in any proceedings transferred from the IBRC Special Liquidation to the NTMA. Where proceedings outside of the State are transferred, the transfer takes effect from the date and the relevant legal requirements in the jurisdiction concerned has been satisfied. These provisions also ensure the continuity of contracts relating to the residual matters transferred. Following the transfer of residual matters, the Special Liquidators will finalise the winding up of any remaining IBRC subsidiaries, complete any remaining administrative matters and take the steps required to complete the winding up of the IBRC and have it dissolved under company law. Turning now to Part 4, this part of the Bill amends the NTMA Act 2014 and provides the National Treasury Management Agency with the powers and functions it will need to manage the limited residual matters that will transfer from NAMA and from the IBRC Special Liquidation. It does so by inserting new Part 6a into the NTMA Act. This part is divided into 12 chapters covering sections 49c to 49ad and I will briefly take the House through the purpose of these provisions. Chapter 1 relates to the functions of the NTMA in relation to the residual matters transferred from NAMA and from the IBRC Special Liquidation. This includes key definitions which were relied upon in the NAMA Act 2009 and are to be preserved such as associated debtor, bank asset, credit facility and participating institution. Section 49c sets out the NTMA's functions in relation to managing the residual activity transferred. These functions mirror NAMA's former functions and powers only to the extent necessary to complete the remaining tasks. This includes that the NTMA shall take all steps necessary to protect, enhance or realise the value of the bank assets transferred. This section also provides that the NTMA may have powers necessary for the performance of the functions under this part of the NTMA Act. This means that additional functions and powers provided to the NTMA to manage residual activity apply only to the management of the activity transferred from NAMA and the IBRC Special Liquidation and cannot be used by the NTMA for the performance of the function of the agency more broadly. The remaining provisions in Part 4 also address a number of key matters necessary to support the effective management of these residual activities. Section 49d provides that the NTMA may return surplus funds to the central fund or transfer assets to the Minister. Section 49e clarifies that the Minister, Directors, the Chief Executives, Staff and Agents of the NTMA will not be considered shadow or de facto directors of any participating institution, debtors, associated debtor or guarantor when performing functions under this part. In relation to the participating institutions, section 49f to 49i provide that the NTMA may require the provision of books, records and information relating to the transfer assets including recourse to the High Court where necessary. These provisions also ensure that the NTMA assumes the rights and obligations of participation institutions in relation to those assets, subject to certain limitations and is not liable for any wrongs committed prior to the acquisition by NAMA. Section 49j and 49m provide for the preservation of existing rights and obligations attaching to banks' assets, ensuring that contractual terms remain unchanged following transfer while facilitating practical measures such as an exemption from the registration requirements in respect of security and certification of ownership of assets. Sections 49n to 49p confer the necessary powers on the NTMA to manage and dispose of relevant assets including the ability to set off amounts owed against debts arising in connection with the NAMA bank assets. Section 49q provides that no cause of action arises solely by reason of transfer of these residual matters to the NTMA. Section 49r to 49t deal with legal proceedings including the continuation of proceedings involving transferred assets, the provision of assistance by participating institutions and provisions to support the enforcement of debt. Section 49u to 49y provide for the appropriate use and disclosure of information necessary for the management of these assets, ensuring that such disclosures do not breach confidentiality obligations and remain subject to data protection law. Finally, sections 49z to 49ad include a number of important supporting provisions, including those relating to payments to relevant persons, clarification that the NTMA is not deemed to be carrying on regulated banking business, powers in relation to access to land registry documentation, interpretive provisions in respect of the Companies Act 2014 and offence provisions in respect of the provision of false or misleading information. The Bill also comprises three schedules. Schedule 1 provides for a list of instruments to be repealed and revoked as required, to update the Irish statute book following the dissolution of NAMA and the amendment of the Irish Bank Resolution Corporation Act 2013. Section 2 provides for a list of instruments to be amended to remove redundant provisions and to update instruments where required. Section 3 provides for the amendment of statutory instruments. Both NAMA and the IBRC Special Liquidation have now substantially completed their mandate and are reaching final stages of their life cycle. In that context, it is appropriate that any remaining matters, particularly litigation, are managed within a streamlined structure. This Bill provides a practical approach to achieving this, while ensuring continuity and legal certainty for all parties and preserving existing rights and obligations. The NTMA agency is well placed to take on this role. It has the governance, experience and expertise required to manage complex financial and legal matters to completion, while avoiding the cost and duplication of maintaining separate structures which are no longer required given the reduced scale of the remaining activity. This Bill represents a significant step in the State's post-crisis normalisation. It acknowledges the substantial work carried out by NAMA and the Special Liquidators of the IBRC and provides a clear and efficient structure to bring the remaining matters to completion. I commend the Bill to the House. Thank you.