Loan (Swiss Francs) Act 1954 (Cth)
LOAN (SWISS FRANCS).
An Act to approve the Raising of a Loan in Swiss Currency, and for purposes connected therewith.
[Assented to 20th April, 1954.]
BE it enacted by the Queen’s Most Excellent Majesty, the Senate, and the House of Representatives of the Commonwealth of Australia, as follows:—
(2.) The issuing of securities, in accordance with the Loan Agreement, in respect of the moneys so borrowed is approved.
(2.) The Swiss Loan Trust Account is a Trust
Account within the meaning of section sixty-two a
of the
(3.) Moneys standing to the credit of the Swiss Loan Trust Account may be invested in securities of, or guaranteed by, the Government of the Commonwealth and interest received from any such investment may be paid to the credit of that account.
THE SCHEDULE. Section 3.
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LOAN AGREEMENT
made between
THE GOVERNMENT OF THE COMMONWEALTH OF AUSTRALIA, represented by Sir Arthur William Fadden, the Treasurer of the Commonwealth of Australia (acting under special powers),
hereinafter called “the Government”,
on the one part,
and the
SWISS BANK CORPORATION, a Company limited by shares incorporated under the Laws of Switzerland, the principal office of which is at 1, Aeschenvorstadt, Basle, Switzerland,
CREDIT SUISSE, a Company limited by shares incorporated under the Laws of Switzerland, the principal office of which is at 8, Paradeplatz, Zurich, Switzerland, UNION BANK OF SWITZERLAND, a Company limited by shares incorporated under the Laws of Switzerland, the principal office of which is at 45, Bahnhofstrasse, Zurich, Switzerland,
hereinafter collectively called “the Banks”,
on the other part.
WHEREAS the Government desire to issue a public loan in Switzerland through the intermediary of the Banks, and
WHEREAS the Banks are prepared to underwrite such a loan upon the terms and conditions set out hereunder:
IT IS HEREBY AGREED AS FOLLOWS:
The Banks undertake to issue for public subscription in Switzerland, on behalf of the Government, a
4%
of Swiss Francs 60,000,000 (sixty million Swiss Francs).
The proceeds of this loan will be used to foster the industrial development in the Commonwealth of Australia and will no doubt contribute to stimulate the trade relations between the two countries.
The terms of the loan shall be as follows:
1. The loan shall be represented by 60,000 bearer bonds numbered 1 to 60,000 in denominations of Swiss Francs 1,000 nominal or Australian Pounds 102.1.10 nominal.
2. The bonds will bear interest at the rate of 4% perannum payable semi-annually on 1st June and 1st December of each year. For this purpose, the bonds will be furnished with half-yearly coupons, the first of which will be due and payable on 1st June, 1954.
3. The Government undertake to repay the loan at par without previous notice at the latest on the 1st December 1968. They, however, reserve to themselves the right to redeem the loan either wholly or in part on 1st December 1965, or at any subsequent date at which interest is payable.
Should it be decided to call the total outstanding bonds, intention to do so must be announced to Swiss Bank Corporation, Basle, ninety days beforehand.
Should part only of the bonds be called, the amount shall not be less than Swiss Francs 5,000,000 (five million Swiss Francs) nominal. For this purpose, bonds may be either purchased in the market or drawn for repayment at par or a portion of the bonds may be purchased in the market and a portion drawn for repayment at par; in the event of bonds being drawn for repayment the Government will give notice of forty-five days to Swiss Bank Corporation, Basle.
The Schedule—
Any drawing for the purpose of repayment in part of the loan shall be conducted by Swiss Bank Corporation in the presence of a Notary Public in Basle, at a date at least thirty-five days before the date of repayment. The list of the drawn bonds shall be published in the newspapers mentioned under 9) hereunder. The drawn bonds cease to carry interest from the due date of repayment. They must be presented for repayment with all outstanding coupons attached; the amount of coupons missing will be deducted from the sum due for repayment, but shall be paid on presentation until they become void by lapse of time.
4. Interest and capital will be paid at the option of the bondholders, as follows:
(
a ) InSwitzerland at the following banks:
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(
b ) In theCommonwealth of Australia at the Commonwealth Bank of Australia, Sydney,in
Australian Pounds at the face value ofA. £2.-.10 for each semi-annual coupon and
A. £102.1.10 for each bond.
Bondholders desiring to make use of the possibility mentioned under (
b ) above must give notice thereof to Swiss Bank Corporation, Basle, at least twenty days before each due date, and simultaneously deposit the respective coupons or bonds with Swiss Bank Corporation, Basle, or with a correspondent bank nominated by them.5. The payment of interest and capital will be exempt from all present or future Australian taxes or duties for bondholders not resident in the Commonwealth of Australia. Such relief from any Australian taxes and duties will be mentioned on the bonds.
The Swiss federal tax on new issues as well as the Swiss coupon tax will be paid by the Government, the latter tax at the present rate of 2% in a lump sum. The interest on the bonds is, in accordance with the Swiss law at present ruling, not subject to the Swiss “compensation tax”. Therefore, in accordance with Swiss tax legislation at present ruling, the bondholders will receive payment of the coupons in Switzerland without deduction of any Swiss taxes.
6. The Government undertake:
(
a ) that free transfer of the sums in Swiss Francs necessary for the payment of the interest and principal of the loan will be made in good time, and that these Swiss Francs shall be made fully available as they become due in all circumstances and outside the European Payments Union or any other bilateral or multilateral payment agreement or clearing agreement which may exist at the time of payment;(
b ) that any bondholder making use of the option provided for to cash the interest on or principal of his bonds in Australian Pounds shall be at liberty to convert the Australian Pounds thus obtained without any restrictions into dollars of the United States of America or any such other foreign currency as the Commonwealth Bank of Australia may be prepared to authorise, at the rate of exchange prevailing at the time of conversion, or to freely dispose of the Australian Pounds for expenditure or investment of any kind within the Commonwealth of Australia;
The Schedule—
(
c ) that payment of interest on and capital of this loan will be duly made to all bondholders in all circumstances without any limitations, notwithstanding any restrictions which may be in force in the Commonwealth of Australia at the time, irrespective of the nationality, residence or domicile of the bondholder, and without requiring any affidavit or other formalities.7. The Government hereby undertake that, for the duration of this loan and until such time as it is completely repaid, they will not issue new loans ranking in priority to the present loan, unless they shall secure the present loan pari passu with such new loans. This pledge of the Government will be mentioned on the bonds.
8. Coupons will become void by lapse of time after a period of five years and the bonds after a period of ten years, calculated from their due dates.
9. All notices regarding this loan shall be published by the Swiss Bank Corporation and shall be valid if published in the Feuille Officielle Suisse du Commerce and in a daily newspaper in Basle, Zurich, Geneva, Berne and Lausanne.
10. Application will be made by the Banks for the admission and quotation of the loan on the Stock Exchanges of Basle, Zurich, Geneva, Berne and Lausanne, for the whole duration of the loan.
11. Any dispute which might arise between the bondholders on the one hand and the Government on the other hand, regarding the bonds or the coupons of the present loan, shall be governed by Swiss law and falls within the competence of the Cantonal Court of Justice of the City of Basle, with the possibility of appeal to the Swiss Federal Court of Justice in Lausanne. The bondholders are also at liberty to enforce their rights and to take legal action before the courts of the Commonwealth of Australia.
The Government offer to the Banks and the Banks jointly and severally agree to take firm the above described loan of
Swiss Francs 60,000,000 (sixty million) nominal
at the price of 99%, less an underwriting commission of 3%. The Government shall also pay to the Banks, in consideration of their services, a management fee of ½% on the nominal value of the loan.
The
Swiss Bank Corporation and the Crédit Suisse will pay to the Government, not
later than fifteen days after the close of the public subscription, the
proceeds of the loan together with accrued interest at the rate of 4%
calculated from 1st December 1953, until the date of the payment, this latter
date not being included, or, as the case may be, under deduction of interest at
the rate of 4% from the date of payment until the date interest will start
running on the bonds. Such proceeds, under deduction of the underwriting
commission and the management fee, as well as of the taxes and duties referred
to in Article VI, lit.
Prior to the transfer of the proceeds of the loan to the Government in terms of Article III hereof, the Government shall deliver to the Swiss Bank Corporation, Basle, for account of the Banks, a Scrip Certificate for the whole nominal amount of Swiss Francs 60,000,000 of bearer bonds to be issued. Such Scrip Certificate, which shall be established according to the draft annexed hereto marked “A”, shall be returned to the Government upon delivery of the definitive bearer bonds, as provided in Article VII.
The Schedule—
A Banking Syndicate will be formed, under the leadership of the Swiss Bank Corporation and the Credit Suisse, in order to offer the loan for public subscription in Switzerland, as soon as possible, at the price of 99%. The issue date will be fixed in agreement with the Government.
The Government undertake to pay:
(
a ) The Swiss tax on new issues of 1.20% on the capital amount of the loan and the Swiss Coupon tax due on the interest of the bonds at the present rate of 2%, the latter being payable in advance in a lump sum covering the whole duration of the loan.(
b ) The Swiss tax on negotiation of securities of one per mille and the cantonal tax of one tenth per mille, both payable once only at the issue of the loan and reckoned on the proceeds of the loan.(
c ) The expenses incurred for the printing of the bearer bonds in Switzerland and for their delivery to the various Swiss cities.(
d ) The expenses relating to the drawing of bonds for redemption and the publication of notices regarding this loan.(
e ) The expenses incurred in connexion with the admission and quotation of the loan, during its whole life, on the Stock Exchanges of Basle, Zurich, Geneva, Berne and Lausanne.The expenses under lit. (
c ) to (e ) are payable when ascertained and due.
On the other hand, the Banks shall bear all issue expenses, such as the expenses for the printing of the prospectus and application forms, as well as for advertising the public issue.
The definitive bearer bonds will be established according to the drafts annexed hereto marked “B” and “C”. They must comply with the prescriptions of the Association of the Swiss Stock Exchanges and with Australian Law. A proof of the bearer bonds will previously have to be approved by the Government and the Banks.
The bonds will be delivered to the Banks not later than one hundred and twenty days after the close of the public subscription.
The Government undertake to furnish the Banks with all information and documentation required for the drawing up of the prospectus relating to the issue of this loan.
The Government will especially address to the three Banks a letter signed by the Treasurer of the Commonwealth of Australia. This letter, which will be reproduced in the prospectus, shall contain information regarding the purpose of the loan and brief indications of the economic and financial situation of the Commonwealth of Australia.
The Government also undertake to furnish the Banks in due time with full proof of the powers of the Government to enter into the present Agreement under Australian Law, and of the authority of the person or persons signing on behalf of the Government to do so upon their individual or joint signature or signatures.
Furthermore, the official part of the prospectus shall be signed by the Treasurer of the Commonwealth of Australia, on behalf of the Government.
The Banks will undertake the necessary steps for the purpose of obtaining the admission and quotation of the loan during its whole life, on the Stock Exchanges of Basle, Zurich, Geneva, Berne and Lausanne.
The Government undertake to place at the disposal of the Swiss Bank Corporation, Basle, the funds required for the payment of interest and capital, not later than eight days before the date on which they are due in the following manner:
(
a ) The Government will transfer to the Swiss Bank Corporation, Basle, the amounts in Swiss Francs required by the Banks.(
b ) If and to the extent Australian currency will be required by the bondholders, or by the Swiss Bank Corporation, Basle, on their behalf in terms of Article II, 4. (b ) hereof, and on receiving fifteen days’ notice from the Swiss Bank Corporation, the necessary amounts in that currency will be placed by the Government at the disposal of the Commonwealth Bank of Australia, for the account of the Swiss Bank Corporation, Basle.
The Schedule—
Any funds held by the Banks which will not be used as a consequence of the respective uncollected coupons and bonds having become void by lapse of time, will be returned by the Banks to the Government, after the periods mentioned in Article II, clause 8 of the present Loan Agreement have expired. The risks of any transfers, especially the risk of exchange, shall be borne by the Government.
The Government shall pay to the Banks the following commissions:
½% on the nominal amount of coupons paid,
¼% on the nominal amount of redeemed bonds,
as well as all expenses incurred in connection with the forwarding of paid coupons and bonds to the Government.
Any commissions or transfer taxes which might become due in Switzerland or in the Commonwealth of Australia in connection with the funds placed at the disposal of the Swiss Bank Corporation for the service of the loan shall be borne by the Government.
The Banks may, at their discretion, appoint other sub-agents for the payment of interest and capital in Switzerland.
The Government undertake not to appoint any banks other than those forming part of the underwriting syndicate as paying-agents and not to pay to other banks any commission or remuneration for the collection of coupons and bonds without the consent of the Banks.
The Banks reserve the right to withdraw from this Agreement if, until and including the last day prior to the date of the opening of public subscription, events should occur within the Commonwealth of Australia or in Switzerland, or elsewhere in the world, of a political, economic, financial, monetary or other character which, in the opinion of the Banks, would be such as to jeopardize the success of the public subscription. If the rate of exchange between the Swiss Franc and the Australian Pound should change, or a war should commence which involves any country in Europe or within the British Commonwealth of Nations, both the Government and the Banks will have the right to withdraw from this Agreement until and including the last day of the public subscription.
In case of such withdrawal by the Banks or by the Government, any appeal shall be excluded from either side. Should either party decide to withdraw from this Agreement, it shall notify the other party forthwith by cable, followed by registered letter.
All correspondence regarding the present loan will be addressed by the Government to the Swiss Bank Corporation, Basle, as the representative of the Banks.
This Loan Agreement and the rights and duties of the parties hereunder or arising hereout are based upon Swiss law and shall be governed by the rulings of the courts of the Canton and City of Basle, with the possibility of appeal to the Swiss Federal Court of Justice in Lausanne. The Banks or any bondholders will also be at liberty to enforce their rights before the courts of the Commonwealth of Australia.
This Agreement is subject to:
(
a ) the approval of the Swiss National Bank and the Federal Authorities in Berne being obtained hereto and to the proceeds being freely convertible into any other currency. The Banks undertake to use their best endeavours to obtain such approvals without delay and to inform the Government as soon as such approvals have been obtained;
(
b ) the Banks obtaining an affirmative preliminary decision from the Swiss Admission Board in respect of the admission of the bonds on the Stock Exchanges of Basle, Zurich, Geneva, Berne and Lausanne. The Banks undertake to use their best endeavours to obtain such decision without delay and to inform the Government as soon as it has been obtained.
The Schedule—
It is recorded that the annexures “A”, “B” and “C” hereto form part of this Agreement.
THUS DONE AND SIGNED in four originals,
at Canberra on 19th November 1953,
for and on behalf of the
GOVERNMENT OF THE COMMONWEALTH OF AUSTRALIA
The Treasurer of the Commonwealth of Australia
A. W. FADDEN
at Basle and Zurich, on 26th November 1953.
SWISS BANK CORPORATION CREDIT SUISSE
Nussbaumer Schweizer Reinhardt Lindegger
UNION BANK OF SWITZERLAND
Jann Budich
ANNEXURE “A”
COMMONWEALTH OF AUSTRALIA
4% LOAN OF 1953 OF SWISS FRANCS 60,000,000 NOMINAL SCRIP CERTIFICATE
established in accordance with the Loan Agreement dated 1953 and representing a nominal amount of
Sixty Million Swiss Francs
of Bearer Bonds of the 4% Loan of 1953 of the Commonwealth of Australia in favour of the Swiss Bank Corporation, Basle, for account of the Swiss Bank Corporation, Crédit Suisse and Union Bank of Switzerland.
This Scrip Certificate shall be exchanged not later than 15th March, 1954 against the definitive Bearer Bonds provided with semi-annual coupons due 1st June, 1954 to 1st December, 1968.
Canberra, the
For the Government of the
COMMONWEALTH OF AUSTRALIA
Treasurer:
BOND ANNEXURE “B”
COMMONWEALTH OF AUSTRALIA
4% Loan of 1953
of
Swiss Francs 60,000,000
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This Bond entitles the Bearer to receive the sum of
Swiss Francs 1,000.—
or
Australian £102.1.10
at the latest on December 1st, 1968 and interest thereon at the rate of 4% per annum, in accordance with the terms and conditions endorsed hereon.
Canberra, the
For the Government of the
COMMONWEALTH OF AUSTRALIA
Treasurer:
The Schedule—
COMMONWEALTH OF AUSTRALIA
4% Loan of 1953
of
Swiss Francs 60,000,000
The terms of the loan are as follows:
1. The loan is represented by 60,000 bearer bonds numbered 1 to 60,000 in denominations of Swiss Francs 1,000.—nominal or Australian Pounds 102.1.10 nominal.
2. The bonds bear interest at the rate of 4% per annum, payable semi-annually on 1st June and 1st December of each year. For this purpose, the bonds are furnished with half-yearly coupons, the first of which will be due and payable on 1st June, 1954.
3. The Government undertake to repay the loan at par without previous notice at the latest on the 1st December, 1968. They, however, reserve to themselves the right to redeem the loan either wholly or in part on 1st December, 1965, or at any subsequent date at which interest is payable.
Should it be decided to call the total outstanding bonds, intention to do so must be announced to Swiss Bank Corporation, Basle, ninety days beforehand.
Should part only of the bonds be called, the amount shall not be less than Swiss Francs 5,000,000 (five million Swiss Francs) nominal. For this purpose, bonds may be either purchased in the market or drawn for repayment at par or a portion of the bonds may be purchased in the market and a portion drawn for repayment at par; in the event of bonds being drawn for repayment, the Government will give notice of forty-five days to Swiss Bank Corporation, Basle.
Any drawing for the purpose of repayment in part of the loan shall be conducted by the Swiss Bank Corporation in the presence of a Notary Public in Basle, at a date at least thirty-five days before the date of the repayment. The list of the drawn bonds shall be published in the newspapers mentioned under 9) hereunder. The drawn bonds cease to carry interest from the due date of repayment. They must be presented for repayment with all outstanding coupons attached; the amount of coupons missing will be deducted from the sum due for repayment, but shall be paid on presentation until they become void by lapse of time.
4. Interest and capital will be paid at the option of the bondholders, as follows:
(
a ) InSwitzerland at the following banks:
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(
b) In theCommonwealth of Australia at the Commonwealth Bank of Australia, Sydney, inAustralian Pounds at the face value of:A. £2.—.10 for each semi annual coupon and
A. £102.1.10 for each bond.
Bondholders desiring to make use of the possibility mentioned under
b ) above must give notice thereof to Swiss Bank Corporation, Basle, at least twenty days before each due date, and simultaneously deposit the respective coupons or bonds with Swiss Bank Corporation, Basle, or with a correspondent bank nominated by them.
The Schedule—
5. The payment of interest and capital will be exempt from all present or future Australian taxes or duties for bondholders not resident in the Commonwealth of Australia.
The Swiss Federal tax on new issues as well as the Swiss coupon tax have been paid by the Government, the latter tax at the present rate of 2% in a lump sum. The interest on the bonds is, in accordance with the Swiss law at present ruling, not subject to the Swiss “compensation tax”. Therefore, in accordance with Swiss tax legislation at present ruling, the bondholders will receive payment of the coupons in Switzerland without deduction of any Swiss taxes.
6. The Government undertake:
a )that free transfer of the sums in Swiss Francs necessary for the payment of the interest and principal of the loan will be made in good time, and that these Swiss Francs shall be made fully available as they become due in all circumstances and outside the European Payments Union or any other bilateral or multilateral payment agreement or clearing agreement which may exist at the time of payment;
b ) that any bondholder making use of the option provided for to cash the interest on or principal of his bonds in Australian Pounds shall be at liberty to convert the Australian Pounds thus obtained without any restrictions into dollars of the United States of America or any such other foreign currency as the Commonwealth Bank of Australia may be prepared to authorise at the rate of exchange prevailing at the time of conversion or to freely dispose of the Australian Pounds for expenditure or investment of any kind within the Commonwealth of Australia;
c ) that payment of interest on and capital of this loan will be duly made to all bondholders in all circumstances without any limitations, notwithstanding any restrictions which may be in force in the Commonwealth of Australia at the time, irrespective of the nationality, residence or domicile of the bondholder, and without requiring any affidavit or other formalities.7. The Government hereby undertake that, for the duration of this loan and until such time as it is completely repaid, they will not issue new loans ranking in priority to the present loan, unless they shall secure the present loan pari passu with such new loans.
8. Coupons will become void by lapse of time after a period of five years and the bonds after a period of ten years, calculated from their due dates.
9. All notices regarding this loan shall be published by the Swiss Bank Corporation and shall be valid if published in the Feuille Officielle Suisse du Commerce and in a daily newspaper in Basle, Zurich, Geneva, Berne and Lausanne.
10. Application will be made by the Banks for the admission and quotation of the loan on the Stock Exchanges of Basle, Zurich, Geneva, Berne and Lausanne, for the whole duration of the loan.
11. Any dispute which might arise between the bondholders on the one hand and the Government on the other hand, regarding the bonds or the coupons of the present loan, shall be governed by Swiss law and falls within the competence of the Cantonal Court of Justice of the City of Basle, with the possibility of appeal to the Swiss Federal Court of Justice in Lausanne. The bondholders are also at liberty to enforce their rights and to take legal action before the courts of the Commonwealth of Australia.
The Schedule—
COUPON
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Coupon payable in Switzerland in Swiss Francs at all offices of: Swiss Bank Corporation Crédit Suisse Union Bank of Switzerland …………….. …………….. …………….. or, on giving 20 days’ notice to the Swiss Bank Corporation, Basle, and simultaneously depositing the respective coupons or bonds with Swiss Bank Corporation, Basle, or with a correspondent bank nominated by them, in Australian Pounds at the Commonwealth Bank of Australia, Sydney. |
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