EXPLANATORY STATEMENT
STATUTORY RULES 1986 NO. 12
ISSUED BY THE AUTHORITY OF THE TREASURER
BANKS (SHAREHOLDINGS) ACT 1972
BANKS (SHAREHOLDINGS) REGULATIONS (AMENDMENT)
Section 10 of the Banks (Shareholdings) Act 1972 (the Act) generally limits the nominal amount of the voting shares of a bank incorporated in Australia in which a person (including a corporation) may have an interest to 10 per cent, or with the approval of the Treasurer 15 per cent, of the total nominal amount of the voting shares of the bank.
Hill Samuel Holdings (Australia) Pty Limited, beneficially owned by Hill Samuel Group PLC of the UK applied to the Treasurer for an exemption from compliance with sub-section 10(1), so as to allow it to increase its holding of voting shares in Macquarie Bank Limited from 9.9 to 15 per cent. The Treasurer has granted this exemption since he sees no objection in the national interest. The Treasurer has also, separately but not cumulatively, granted an exemption under sub-section 10(2), as required by the Act, for each of the following corporations in relation to their interests in Macquarie Bank Limited
• Hill Samuel & Co BV
• Hill Samuel & Co Limited
• Hill Samuel Group Plc
• Hill Samuel International Limited
• Hill Samuel Overseas Holdings Limited
Under section 9 of the Act the associates (ie all officers, partners, subsidiaries etc) of the above companies (including Hill Samuel Holdings (Australia) Pty Limited) also be deemed to have the same interest in Macquarie Bank Limited as the companies themselves. Accordingly, these companies applied for a ‘class’ exemption under the Act in respect of their officers. The Treasurer has made an exemption under section 10 (2B) of the Act for persons who are from time to time relevant officers of each of these companies in respect to Macquarie Bank Limited.
Under the Act, however, it is not possible for the Treasurer to make such a ‘class’ exemption for the interests of the associates of the above corporations other than for their relevant officers. These ‘other associates’, as defined in section 9, could represent a large and ever-changing group of persons and corporations. Rather than attempt to list them and make a specific exemption, pursuant to sub-section 10(2), for every person within the meaning of section 9, it is convenient to prescribe these interests as provided for by section 17 and paragraph 8(9)(d).
Paragraph 8(9)(d) of the Act provides that a prescribed interest in a share that is an interest of such person, or of the persons included in such class of persons, as is prescribed shall be disregarded. The Banks (Shareholdings) Regulations (the Regulations) currently prescribe a class of
persons in relation to their interests in the banks listed in the Schedule to the Regulations, those interests being deemed to be held by virtue of sub-section 9(2) of the Act, that is by virtue of an associate relationship. The effect of the Regulations is that these interests are disregarded for the purposes of the Act. The effect of the amendments to the Regulations is to do the same in the case of Macquarie Bank Limited.
Detail of the regulation is as follows:
The Schedule to the Banks (Shareholdings) Regulations is amended by adding the following corporations to the Schedule in relation to Macquarie Bank Limited.
• Hill Samuel & Co BV
• Hill Samuel & Co Limited
• Hill Samuel Group Plc
• Hill Samuel Holdings (Australia) Pty Limited
• Hill Samuel International Limited
• Hill Samuel Overseas Holdings Limited