Statutory Rules
1989 No. 1491
—————
Telecom
Australia Stock Regulations
I,
THE GOVERNOR-GENERAL of the Commonwealth of Australia, acting with the advice
of the Federal Executive Council and under section 4 of the Acts Interpretation Act 1901,hereby make the following Regulations
under the Australian Telecommunications
Corporation Act 1989.
Dated
28 June 1989.
BILL HAYDEN
Governor-General
By
His Excellency’s Command,
R.
KELLY
Minister
of State for Telecommunications
and
Aviation Support
—————
PART 1—PRELIMINARY
Citation
1. These Regulations may be
cited as the Telecom Australia Stock Regulations.
Interpretation
2. (1) In these Regulations,
unless the contrary intention appears:
“approved
form” means a form approved by Telecom;
“previous
Regulations” means the Telecommunications (Telecom Australia Stock) Regulations
as in force at any time before the commencement of these Regulations;
“Registry”
means a Registry for the inscription of stock;
“stock”
means Telecom Australia Stock referred to in regulation 3;
“the
Act” means the Australian Telecommunications
Corporation Act 1989.
(2) In these Regulations, a
reference to the owner of stock is to be read as including a reference to the
owners of stock in a joint account.
PART
2—ISSUE OF STOCK
Issue of securities
3. Telecom may issue
securities by way of inscribed stock, called Telecom Australia Stock:
(a)
for raising by way of loan any money that Telecom may borrow under the Act; and
(b)
for converting any loan raised by Telecom into any other loan so raised.
Terms and conditions of issue
4. (1) Stock may be issued and
sold:
(a)
in such amounts; and
(b)
at such prices or on such yields to maturity; and
(c)
on such other terms and conditions (including terms and conditions as to
interest);
as
are determined by the Board or as are consistent with such a determination.
(2) Where Telecom purchases
stock that has been issued, it may:
(a)
re-sell that stock; or
(b)
cancel that stock and, in place of that stock, issue and sell new stock in
accordance with subregulation (1).
(3) Where members of the
public are invited to purchase stock, Telecom must issue a prospectus as
approved by the Board inviting applications to purchase stock and setting out
all the terms and conditions applicable to the issue and sale of that stock.
Applications for stock
5. (1) An application by a
member of the public to purchase stock must:
(a)
be in accordance with the approved form accompanying the prospectus; and
(b)
be made in the manner specified in the prospectus.
(2) In the case of a joint
account, the application must set out the names of the owners in the order in
which they are to appear in the Stock Ledger.
PART 3—INSCRIPTION, TRANSMISSION
AND TRANSFER OF STOCK
Establishment of Registries
6. Telecom must make
arrangements for the establishment of Registries for the inscription of stock.
Manner of registration of stock
7. (1) All stock issued must be
inscribed by entering in a Stock Ledger kept in accordance with an approved
form at a Registry the name, address and designation of the owner of stock and
the amount of stock owned by him or her.
(2) Stock must not be
inscribed in the names of more than 4 persons.
(3) Stock must not be
inscribed in the name of a person under the age of 18 years.
Notice of trusts not received
8. No notice of any trust
express, implied or constructive is to be received by Telecom or entered in the
Stock Ledger or other records kept by Telecom.
Executors etc.
9. Stock must not be
inscribed in the names of executors, administrators or trustees as such but in
their individual names without reference to trusteeship.
Changes in Stock Ledger
10. (1) Where an owner of stock
changes his or her name, address or designation, Telecom must, on application
by the owner of stock in accordance with an approved form lodged at the
Registry at which the stock is inscribed, record the change in the Stock
Ledger.
(2) Where an application is
received by a Registry less than 14 days before a payment of interest is due,
Telecom may decline to record the change specified in the application until
after payment of that interest.
Sales and Transfers Register
11. Telecom must keep Sales
and Transfers Registers in accordance with an approved form in which
particulars of sales of stock to original purchasers, transmissions of stock,
transfers of stock, transfers of stock from one Registry to another, stock
redeemed, stock converted and any other transaction in respect of stock are to
be entered.
Transmission of stock
12. (1) A person to whom stock
is transmitted may apply to be inscribed as the owner of the stock.
(2) An application must be
made in accordance with an approved form lodged at the Registry at which the
stock is inscribed and must be executed by the applicant.
(3) Each signature on an
application must be verified in a manner approved by Telecom.
(4) In the case of a
transmission consequent on death, the probate of the will, letters of
administration, or other instrument that is evidence that a person is entitled
to the estate of a deceased person, or is authorised to administer the estate
of a deceased person, must be lodged at the Registry at which the stock is
inscribed.
(5) In the case of a
transmission consequent on bankruptcy, an office copy of the adjudication or
order of sequestration must be lodged at the Registry at which the stock is
inscribed.
(6) A transmission of stock
is to be effected by entering a record of the transmission in the Stock Ledger
and by inscribing in the Stock Ledger as owner of the stock the name of the
person to whom the stock has been transmitted.
Owner may transfer stock
13. The person whose name is
inscribed in the Stock Ledger as the owner of stock may dispose of and transfer
stock in the manner provided by these Regulations and may give effectual
receipts for money paid to him or her by way of consideration for stock.
Transfer of stock within a Registry
from one person to another
14. (1) Stock may be transferred
within a Registry from one person to another by an instrument of transfer and
acceptance, in accordance with an approved form, executed by both parties and
lodged at the Registry.
(2) Each signature on an
instrument must be verified in a manner approved by Telecom.
(3) A transfer of stock is
to be effected:
(a)
by cancelling the inscription of the stock in the name of the transferor in the
Stock Ledger; and
(b)
by inscribing the stock in the name of the transferee in the Stock Ledger.
Transfer of stock from one Registry
to another with change of ownership
15. (1) The owner of stock may,
by an instrument of transfer and acceptance, in accordance with an approved
form, executed by both parties and lodged at the Registry at which the stock is
inscribed, transfer stock to the name of another person in the Stock Ledger at
another Registry.
(2) Each signature on an
instrument must be verified in a manner approved by Telecom.
(3) A transfer of stock is
to be effected:
(a)
by cancelling the inscription of the stock in the name of the transferor in the
Stock Ledger at the first Registry; and
(b)
by inscribing the stock in the name of the transferee in the Stock Ledger at
the other Registry.
Transfer of stock from one Registry
to another without change of ownership
16. (1) Stock inscribed in a
Stock Ledger at a Registry in the name of a person may be inscribed in a Stock
Ledger at another Registry in the name of that person on application by the
person in accordance with an approved form lodged at the first Registry.
(2) Where stock is inscribed
in the Stock Ledger at another Registry, the inscription of the stock in the
Stock Ledger at the first Registry must be cancelled.
Marked transfer
17. (1) Telecom must, on
application by an owner of stock in accordance with an approved form lodged at
the Registry at which the stock is inscribed, mark a transfer of stock, being a
transfer that has been properly signed by the transferor, with words that are substantially
in accordance with the following form: “Stock for (insert face value of stock proposed to be transferred)Dollars held against this transfer for
a period of 42 days from and including (insert
date of marking).”.
(2) Where Telecom has marked
a transfer in accordance with sub-regulation (1), Telecom must not give effect
to any dealing in stock to which the transfer relates during the period of 42
days from and including the date of marking except in pursuance of the marked
transfer.
Transfer of stock from or to a body
corporate
18. Where stock is
inscribed, or is proposed to be inscribed, in the name of a body corporate,
Telecom may require the body corporate to lodge at the Registry at which the
stock is inscribed, or is proposed to be inscribed, as the case may be,
evidence that each instrument required to be executed in respect of the stock
by or on behalf of the body corporate has been executed in a manner that is
effective in law and binds the body corporate.
Specimen signature
19. A person whose name is
inscribed, or is proposed to be inscribed, in relation to stock, must lodge at
the Registry at which the stock is inscribed a specimen of his or her signature
and verify the signature in a manner approved by Telecom.
Stock certificates
20. (1) Telecom must, upon
application in accordance with an approved form lodged at the Registry at which
the stock is inscribed, issue to the owner of stock a certificate, in an
approved form, of his or her proprietorship of the stock on the date specified
in the certificate.
(2) The absence of a
certificate does not prevent the owner of the stock from disposing of the
stock.
(3) Telecom must keep a
record of each certificate.
Limitation on registration of
transactions
21. A transaction relating
to stock is not, without the consent of Telecom, to be registered or dealt with
within 14 days before the date on which interest is due or within one month
before the date of maturity of the stock.
PART
4—PAYMENT OF INTEREST
Payment of interest
22. (1) Where stock is inscribed in the name of one person, interest on
the stock may be paid:
(a)
in the manner set out in the prospectus inviting applications to purchase stock;
or
(b)
by cheque, payable to that person, sent by post to that person to his or her
address shown on the Stock Ledger; or
(c)
in a manner approved by Telecom on application by the person in accordance with
an approved form lodged at the Registry at which the stock is inscribed.
(2) Where stock is
inscribed in the name of more than one person, interest on the stock may be
paid:
(a)
in the manner set out in the prospectus inviting applications to purchase
stock; or
(b)
by cheque, payable to the person whose name is first inscribed in the Stock
Ledger in respect of that stock, sent by post to that person to his or her
address shown on the Stock Ledger; or
(c)
in a manner approved by Telecom on application by that person in accordance
with an approved form lodged at the Registry at which the stock is inscribed.
(3) Any one of the persons
in whose names stock is inscribed may give a valid receipt for interest.
Cessation of interest
23. Interest on stock
ceases on the date of maturity of the stock.
PART 5—REDEMPTION OF STOCK
Redemption of stock
24. (1) Stock is redeemable by
payment in accordance with the provisions of the prospectus.
(2) Stock inscribed in the
name of one person may be redeemed by payment:
(a)
by cheque, payable to the person, sent by post to the person to his or her
address shown on the Stock Ledger; or
(b)
in a manner approved by Telecom on application by that person in accordance
with an approved form lodged at the Registry at which the stock is inscribed.
(3) Stock inscribed in the
name of more than one person may be redeemed by payment:
(a)
by cheque, payable to the person whose name is first inscribed in the Stock
Ledger in respect of that stock, sent by post to that person to his or her
address shown on the Stock Ledger; or
(b)
in a manner approved by Telecom on application by that person in accordance
with an approved form lodged at the Registry at which the stock is inscribed.
(4) Any one of the persons
in whose names stock is inscribed may give a valid receipt for a payment in
redemption of stock.
PART
6—MISCELLANEOUS
Transitional
25. (1) In spite of the ceasing
to have effect of the previous Regulations:
(a)
stock issued under the previous Regulations is to be taken to have been issued
under these Regulations; and
(b)
a person has the same rights in relation to stock issued under the previous
Regulations as the person would have if the stock had been issued under these
Regulations; and
(c)
a prospectus issued under subregulation 4 (3) of the previous Regulations, as a
result of which stock is issued under these regulations, is to be taken to have
been approved and issued under these Regulations; and
(d)
a Registry established under the previous Regulations is to be taken to have
been established under regulation 6.
(2) Where the Australian
Telecommunications Corporation marked a transfer in accordance with
subregulation 17 (1) of the previous Regulations, subregulation 17 (2) of these
Regulations applies in relation to the stock as if the stock had been marked on
that date under these Regulations.
NOTE
1.
Notified in the Commonwealth of Australia
Gazette