Australia and New Zealand Banking Group Act 1977 (Vic)

Version No. 001

Australia and New Zealand Banking Group Act 1977

Act No. 8977/1977

Version as at 8 October 1999

TABLE OF PROVISIONS

Section  Page

1.Short title

2.Definitions

3.Power to each of the Companies to become a Victorian
company

4.Identity and continuity of each of the Companies to be
preserved

5.Each of the Companies to cease to be subject to Part XI, Division 3 of No. 6839

__________________

SCHEDULES

SCHEDULE 1

SCHEDULE 2

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ENDNOTES

1.  General Information

2.  Table of Amendments

3.  Explanatory Details

Version No. 001

Australia and New Zealand Banking Group Act 1977

Act No. 8977/1977

Version as at 8 October 1999

An Act to authorize each of Australia and New Zealand Banking Group Limited, A.N.Z. Holdings Limited, E.S. & A. Holdings Limited, A.N.Z. Investments Limited, and A.N.Z. Nominees Limited to become a company deemed to be incorporated in Victoria and to preserve the identity of the companies so incorporated with Australia and New Zealand Banking Group Limited, A.N.Z. Holdings Limited, E.S. & A. Holdings Limited, A.N.Z. Investments Limited and A.N.Z. Nominees Limited, respectively, each an existing company within the meaning of the Companies Acts 1948 to 1976 of the United Kingdom and for other purposes incidental thereto.

Preamble

WHEREAS—

(1)Australia and New Zealand Banking Group Limited (hereinafter referred to as "the Bank"), A.N.Z. Holdings Limited (hereinafter referred to as "A.N.Z. Holdings"), E.S. & A. Holdings Limited (hereinafter referred to as "E.S. & A. Holdings"), A.N.Z. Investments Limited (hereinafter referred to as "Investments") and A.N.Z. Nominees Limited (hereinafter referred to as "Nominees") (all of which are hereinafter collectively referred to as "the Companies") are companies incorporated in the United Kingdom and are companies within the meaning of the Companies Acts 1948 to 1976 of the United Kingdom and are companies limited by shares.

(2)The Bank carries on the business of banking in Victoria as well as elsewhere in the Commonwealth of Australia and overseas.

(3)A.N.Z. Holdings is a wholly owned subsidiary of the Bank and carries on the business of property holding and investment in the Commonwealth of Australia and elsewhere.

(4)E.S. & A. Holdings is a wholly owned subsidiary of the Bank and carries on the business of property holding and investment in the Commonwealth of Australia.

(5)Investments is a wholly owned subsidiary of the Bank and carries on the business of holding investments in the Commonwealth of Australia and elsewhere.

(6)Nominees is a wholly owned subsidiary of the Bank and carries on the business of providing nominee services in the Commonwealth of Australia and elsewhere.

(7)Having regard to the fact that the areas of operation of the Companies are largely in the Commonwealth of Australia, certain advantages would accrue to the Bank if the Companies were incorporated under the laws of Victoria, instead of under the laws of the United Kingdom, and such incorporation would give the Companies greater flexibility in the pursuit of their objective in the Commonwealth of Australia.

(8)The central management and control of each of the Companies was some time since transferred from the United Kingdom to Victoria with the consent of Her Majesty's Treasury pursuant to section 482 of the Income and Corporation Taxes Act 1970 of the United Kingdom.

(9)No procedure exists whereby any of the Companies can be deemed to be Companies incorporated under the Companies Act 1961.

(10)Procedure by way of winding up and dissolution of the Companies and transfer of assets to a new company or companies incorporated in Victoria would involve loss of identity of the Bank and of A.N.Z. Holdings, E.S. & A. Holdings, Investments and Nominees respectively, and the disturbance of their financial structures and existing contracts and would interfere with the continuity of their operations with considerable attendant expense and inconvenience.

(11)It is expedient that the Companies should each be enabled to become a company incorporated under the Companies Act 1961 without such loss of identity, disturbance, interference and expense.

(12)A Bill has been introduced into the Parliament of the United Kingdom for an Act of that Parliament to be entitled the "Australia and New Zealand Banking Group Act 1977" by which the Companies will be given power to be incorporated under the laws of the State of Victoria and provision will be made for the cesser of application to the Companies of provisions of the Companies Acts 1948 to 1976 of the United Kingdom (with the exception of those provisions which apply to oversea companies) consequent upon such incorporation.

(13)The purposes of this Act cannot be effected without the authority of Parliament:

BE IT THEREFORE ENACTED by the Queen's Most Excellent Majesty by and with the advice and consent of the Legislative Council and the Legislative Assembly of Victoria in this present Parliament assembled and by the authority of the same as follows (that is to say):

1.Short title

This Act may be cited as the Australia and New Zealand Banking Group Act 1977.

2.Definitions

In this Act, unless the context or subject-matter otherwise requires—

"Companies Act 1948" means the Companies Act 1948 of the United Kingdom;

"Companies Act 1961" means the Companies Act 1961 of Victoria;

"the Bank" means Australia and New Zealand Banking Group Limited;

"A.N.Z. Holdings" means A.N.Z. Holdings Limited;

"E.S. & A. Holdings" means E.S. & A. Holdings Limited;

"Investments" means A.N.Z. Investments Limited;

"Nominees" means A.N.Z. Nominees Limited;

"the Companies" means the Bank, A.N.Z. Holdings, E.S. & A. Holdings, Investments and Nominees collectively and "the Company" or "Company" shall refer to any one of the Companies separately;

"Commissioner" means the Commissioner for Corporate Affairs under the Companies Act 1961;

"Date of Assumption" in the case of each of the Companies means the date of delivery by that one of the Companies to the Commissioner of documents pursuant to section 3.

3.Power to each of the Companies to become a Victorian company

(1)At any time after the Companies have been authorized by the law of the United Kingdom to become incorporated under the law of Victoria each Company may deliver to the Commissioner (who shall retain and register the same) the documents referred to in the next succeeding sub-section and thereupon—

(a)the Company shall be deemed to be a company limited by shares incorporated under the Companies Act 1961;

(b)the Commissioner shall issue a certificate of incorporation accordingly;

(c)the certificate of incorporation shall be conclusive evidence that the requirements of this section have been complied with and that the Company is for all purposes deemed to be incorporated as a company limited by shares under the Companies Act 1961; and

(d)subject to section 4(2) the Companies Act 1961 shall apply to the Company as if the Date of Assumption were the date of incorporation.

(2)The documents to be lodged with the Commissioner shall be—

(a)a copy of the Act of the United Kingdom authorizing the Companies to become incorporated under the law of Victoria;

(b)a notice of situation of the registered office of the Company in Victoria;

(c)a copy of the Memorandum of Association of the Company which on and from the Date of Assumption shall be in the form as already registered under section 346 of the Companies Act 1961 as amended from time to time by special resolution of the Company and in the case of each of the Companies subject to the amendments and additions specified in the First Schedule;

(d)a copy of the Articles of Association of the Company in such form as the Company prior to the Date of Assumption shall have adopted as its Articles of Association to take effect on and from the Date of Assumption;

(e)a statement specifying—

(i)the nominal share capital of the Company in Australian currency and the number and classes of shares into which it is divided; and

(ii)the number of shares issued and the amount paid on each share.

(3)The documents required to be lodged under the last preceding sub-section shall be verified by statutory declaration of any two or more directors of the Company.

(4)On the lodging by the Company with the Commissioner of the documents referred to in sub-section (2) there shall be paid to the Commissioner the fee specified in the Second Schedule but no other fee shall be payable by the Company in connexion with the Company becoming a company deemed to be incorporated under the Companies Act 1961.

4.Identity and continuity of each of the Companies to be preserved

(1)The Companies as deemed to be incorporated under the Companies Act 1961 shall for all purposes be and be deemed to be the same companies respectively as the Companies existing under the Companies Act 1948 and the continuity status and operation of the Companies shall not in any way be affected nor shall any property, powers, rights, authorities, duties, functions, liabilities or obligations of the Companies or any legal or other proceedings instituted or to be instituted by or against the Companies or any of them be affected.

(2)Without limiting the generality of the foregoing provisions of this section it is hereby declared that sections 50, 52(2) and 135 of the Companies Act 1961 do not apply to the Companies.

5.Each of the Companies to cease to be subject to Part XI, Division 3 of No. 6839

On the issue to a Company of a certificate of incorporation by the Commissioner pursuant to this Act the Company shall cease to be a Company registered under Division 3 of Part XI of the Companies Act 1961 and the provisions of that Division shall cease to apply to the Company and (subject to section 4(2)) the Companies Act 1961 shall apply to the Company in all respects as if it were a company originally incorporated in Victoria as a company limited by shares.

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SCHEDULES

FIRST SCHEDULE

Amendments and additions to the Memorandum of Association of each of the Companies

Provisions to be amended	Amendment
The Bank—
Heading	For the expression "The Companies Acts 1948 to 1967" there shall be substituted the expression "The Companies Act 1961".
Clause 2	For the word "England" there shall be substituted the word "Victoria".
Clause 3	In paragraph (E) for the words "the Public Trustee Act 1925 as subsequently amended" there shall be substituted the words "the Public Trustee Act 1958 as subsequently amended or under any corresponding or similar legislation for the time being in force in any State or Territory of the Commonwealth of Australia or in any other place in which the Company carries on business".
In paragraph (J) after the word "supreme" there shall be inserted the words "national, state,".
In paragraph (M) after the word "national" there shall be inserted the word "state,".
In paragraph (W) for the word "England" there shall be substituted the word "Victoria".
In the last paragraph for the words "United Kingdom" there shall be substituted the word "Victoria".
Clause 5	The following new clause shall be substituted—
"The capital of the Company is $75 000 000 divided into 75 000 000 shares of $1 each.".
A.N.Z. Holdings—
Heading	For the expression "The Companies Acts 1948 to 1967" there shall be substituted the expression "The Companies Act 1961".

Provisions to be amended	Amendment
Clause 2	For the word "England" there shall be substituted the word "Victoria".
Clause 3	In paragraph (2) for the word "Sterling" there shall be substituted the word "Australian". In paragraph (16) for the word "England" there shall be substituted the word "Victoria". The proviso at the end of the clause shall be deleted.
Clause 5	The following new clause shall be substituted—
"The Capital of the Company is $33 750 000 divided into 33 750 000 shares of $1 each.".
E.S. & A. Holdings—
Heading	For the expression "The Companies Acts 1862 to 1890 and the Companies Acts 1948 to 1967" there shall be substituted the expression "The Companies Act 1961".
Clause 2	For the word "England" there shall be substituted the word "Victoria".
Clause 3	In paragraph (2) for the word "sterling" there shall be substituted the word "Australian". In paragraph (16) for the word "England" there shall be substituted the word "Victoria". The proviso at the end of the clause shall be deleted.
Clause 5	The following new clause shall be substituted—
"The Capital of the Company is $18 000 000 divided into 18 000 000 shares of $1 each.".
Investments—
Heading	For the expression "The Companies Acts 1948" there shall be substituted the expression "The Companies Act 1961".
Clause 2	For the word "England" there shall be substituted the word "Victoria".
Clause 3	The word "Victoria" shall be substituted for the word "England" in paragraphs (A)(i), (N) and (P).
In paragraph (Q) after the word "national" there shall be inserted the word "state".

Provisions to be amended	Amendment
Clause 5	The following new clause shall be substituted—
"The Capital of the Company is $150 divided into 150 shares of $1 each.".
Nominees—
Heading	For the expression "The Companies Acts 1948" there shall be substituted the expression "The Companies Act 1961".
Clause 2	For the word "England" there shall be substituted the word "Victoria".
Clause 3	In paragraphs (1) and (3) after the word "supreme" there shall be inserted the words "national, state,".
Clause 5	The following new clause shall be substituted—
"The Capital of the Company is $1500 divided into 1500 shares of $1 each.".

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SECOND SCHEDULE

Company

Fee payable under section 3(4)

Australia and New Zealand Banking Group Limited

A.N.Z. Holdings Limited
E.S. & A. Holdings Limited
A.N.Z. Investments Limited

A.N.Z. Nominees Limited

$

16 800

10 500
2 500
100

100

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ENDNOTES

1.     General Information

The Australia and New Zealand Banking Group Act 1977 was assented to on 3 May 1977 and came into operation on 3 May 1977.

2.     Table of Amendments

There are no amendments made to the Australia and New Zealand Banking Group Act 1977 by Acts and subordinate instruments.

3.     Explanatory Details

No entries at date of publication.