Trustee Companies (Merger) Act 1999 (TAS)

Trustee Companies (Merger) Act 1999

An Act to facilitate the merger of certain trustee companies, to amend the Trustee Companies Act 1953 and for other purposes

[Royal Assent 15 December 1999]

Whereas –

(a) Perpetual Trustees Tasmania Limited (ACN 009 475 610) and Tasmanian Trustees Limited (ACN 009 475 629) are trustee companies within the meaning of the Trustee Companies Act 1953 and are subject to the provisions of that Act; and (b) the directors of each of those companies have agreed to merge the companies under a scheme of arrangement to be put to the members of each company for their approval; and (c) the scheme provides for the assets, undertaking and liabilities of those companies to be transferred to Tasmanian Perpetual Trustees Limited (ACN 090 366 813); and (d) it is expedient to facilitate the merger of the first-mentioned 2 companies in accordance with the agreement; and (e) it is expedient to amend the Trustee Companies Act 1953  –

Be it therefore enacted by His Excellency the Governor of Tasmania, by and with the advice and consent of the Legislative Council and House of Assembly, in Parliament assembled, as follows:

1Short titleThis Act may be cited as the Trustee Companies (Merger) Act 1999 . 2CommencementThis Act commences on the day on which this Act receives the Royal Assent. 3InterpretationIn this Act, unless the contrary intention appears – Merging Company means Tasmanian Perpetual Trustees Limited (ACN 090 366 813); scheme means the scheme of arrangement referred to in paragraph (b) of the Preamble; trustee companies means Perpetual Trustees Tasmania Limited (ACN 009 475 610) and Tasmanian Trustees Limited (ACN 009 475 629). 4Application of Schedule 5 to the Trustee Companies Act 1953 to schemeNothing in Schedule 5 to the Trustee Companies Act 1953 applies so as to prevent the scheme from being carried into effect. 5Requirements for mergerNothing in this Act is taken to authorise the proposed merger unless the scheme is approved by the Supreme Court under the Corporations Law and carried into effect within one year after the commencement of this Act. 6Acquisition of capitalThe Merging Company is entitled to acquire the whole of the issued capital of the trustee companies. 7Merger of Common Funds (1)  This section applies to the Common Funds kept under section 18C of the Trustee Companies Act 1953 by the trustee companies. (2)  The Merging Company may at any time merge any of the Common Funds with the approval of 75% of the investors in each Common Fund voting personally or by proxy at separate meetings convened in accordance with this section. (3)  The Merging Company must give the investors in each Common Fund not less than 21 days’ notice in writing of each of the meetings. (4)  The notice of meeting is to be accompanied by an explanatory statement setting out the nature, purpose and effect of the merger of the Common Funds. (5)  The explanatory statement is to include a statement by the auditors of the Merging Company that they have undertaken an examination of the Common Funds proposed to be merged for the purposes of – (a) verifying the existence of the assets under the control of the Merging Company in each of the Common Funds and the value of those assets; and (b) ascertaining whether the assets of the Common Funds comply with the Trustee Companies Act 1953 and the policies of the board of directors of the Merging Company; and (c) ascertaining whether the nature, purpose and effect of the merger of the Common Funds is fairly set out in the explanatory statement; and (d) reporting their findings to the investors in each Common Fund on the results of the examination; and (e) expressing an opinion as to whether the proposal for the merger of the Common Funds is fair and reasonable in the interests of the investors in each Common Fund that is merged. 8Rights of investors in Common FundIf Common Funds are merged, or proposed to be merged, under section 7 , the Merging Company must, on request by an investor in one of the Common Funds made within 3 months after the date of the notice of meetings required to be given under that section, repay to the investor an amount representing his or her interest in the Common Fund. 9Appointment as executor or trustee to continueWhere – (a) the Merging Company is declared to be a trustee company for the purposes of the Trustee Companies Act 1953 ; and (b) a person dies, whether before or after the date of that declaration, having appointed either of the trustee companies as executor or trustee; and (c) probate or administration of that person’s will has not been granted – the Merging Company has the same right to a grant of probate or administration of that person’s will or to have the trust estate transferred to or vested in it as the trustee company would have had. 10Application of Stamp Duties Act 1931 (1)  The Stamp Duties Act 1931 does not apply to any order of the Supreme Court made, or instrument executed, for the purpose of vesting the whole of the assets and undertaking of the trustee companies in the Merging Company. (2)  The Merging Company must pay to the Treasurer an amount equal to 0.003 multiplied by the market capitalisation of the Merging Company. (3)  For the purposes of this section – (a) the market capitalisation is taken to be the average market value of the issued shares of the Merging Company as agreed between the Treasurer and the Merging Company, based on the listed price performance of those shares on the Australian Stock Exchange during the period of 20 business days following the declaration of the Merging Company as a trustee company under the Trustee Companies Act 1953 ; and (b) a business day is taken to be a day on which the Australian Stock Exchange is open for trading; and (c) failing agreement as mentioned in paragraph (a) , the market capitalisation is to be determined by the Commissioner of Stamp Duties after consultation with the Australian Stock Exchange. (4)  An amount required to be paid under subsection (2)  – (a) is to be paid within 14 days after the agreement or determination referred to in subsection (3) ; and (b) is recoverable as a debt due to the Crown in any court of competent jurisdiction. 11Power to amend Trustee Companies Act 1953Where a proclamation is made under section 4(1) of the Trustee Companies Act 1953 declaring the Merging Company to be a trustee company for the purposes of that Act, the proclamation may provide for Schedule 2 to that Act to be amended by omitting the names of the trustee companies. 12Trustee Companies Act 1953 amended Clause 2(1) of Schedule 5 to the Trustee Companies Act 1953 is amended by omitting "6" and substituting "10". 13Expiry of ActThis Act expires on 1 January 2001. 14Administration of ActUntil provision is made in relation to this Act by order under section 4 of the Administrative Arrangements Act 1990  – (a) the administration of this Act is assigned to the Attorney-General; and (b) the department responsible to the Attorney-General in relation to the administration of this Act is the Department of Justice and Industrial Relations.

[Second reading presentation speech made in:

House of Assembly on 2 DECEMBER 1999

Legislative Council on 2 DECEMBER 1999]