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This is a Bill, not an Act. For current law, see the Acts databases.
1996-97
The Parliament of
the
Commonwealth of
Australia
HOUSE OF
REPRESENTATIVES
Presented and read a first
time
Wool
International Amendment Bill 1997
No. ,
1997
(Primary Industries and
Energy)
A Bill for an Act to amend the
Wool International Act 1993, and for related
purposes
9707120—899/26.5.1997—(71/97) Cat. No. 96
7774 2 ISBN 0644 502932
Contents
Part 1—Objects of the Act and functions of Wool
International 7wia00h1.html
Part 2—Amendments relating to the members of Wool
International 7wia00h1.html
Part 3—Miscellaneous amendments 7wia00h1.html
A Bill for an Act to amend the Wool International Act
1993, and for related purposes
The Parliament of Australia enacts:
This Act may be cited as the Wool International Amendment Act
1997.
(1) Subject to subsection (2), this Act commences on 1 July
1997.
(2) Part 2 of Schedule 1 commences on 1 January 1998.
Subject to section 2, each Act that is specified in a Schedule to this
Act is amended or repealed as set out in the applicable items in the Schedule
concerned, and any other item in a Schedule to this Act has effect according to
its terms.
Part
1—Objects of the Act and functions of Wool
International
1 Subsection 3(1)
Before “object”, insert “main”.
Note: The heading to section 3 is altered by omitting
“Object” and substituting
“Objects”.
2 Paragraph 3(1)(c)
Repeal the paragraph.
3 Subsection 3(3)
Repeal the subsection, substitute:
(3) This Act has also the following objects:
(a) to give to registered wool-tax payers who have contributed
significantly to the cost of managing, and disposing of, the wool stockpile
(through the payment of wool tax imposed on shorn wool (other than carpet wool)
on or after 1 July 1993 but before 1 July 1996 and voluntary contributions) a
right to share in the surplus funds of Wool International which is fully
transferable;
(b) to make it easier for wool-tax payers to obtain loans on the security
of that right;
(c) to encourage investment by wool-tax payers in an enterprise whose
objects include the carrying on of activities relating to trading in wool
by:
(i) conducting a feasibility study of such an enterprise; and
(ii) facilitating the establishment of an appropriate investment
vehicle.
4 Section 4
Insert:
contributions to Wool International has the meaning given by
section 5A.
5 Section 4
Insert:
putative equity holder means:
(a) an individual:
(i) who died, and whose estate was distributed, before 1 September
1997; and
(ii) who would have been a registered equity holder on that day if he or
she had not died; or
(b) a company that:
(i) was wound up before 1 September 1997; and
(ii) but for the winding up, would have been a registered equity holder on
that day.
6 Section 4
Insert:
registered equity holder means a person whose particulars are
entered in the register of equity holders under section 22C, 22H or
22I.
7 Section 4
Insert:
registered holder, in relation to a unit of equity in Wool
International, means the registered equity holder that is the holder of the
unit.
8 Section 4
Insert:
register of equity holders means the register referred to in
section 22B.
9 After section 5
Insert:
(1) For the purposes of this Act, a person’s contributions to
Wool International are taken to be the sum of:
(a) that part of the total of the amounts received by Wool International
under section 43 that was paid to Wool International because of the payments by
the person of wool tax imposed on shorn wool (other than carpet wool) on or
after 1 July 1993 but before 1 July 1996; and
(b) the additional contributions (if any) made by the person under section
45.
(2) For the purposes of paragraph (1)(b), disregard any amount of
additional contribution paid by a person (after 20 July 1995) and in
respect of which an entry has been made in the register kept under section 66
recording that an amount under item 11 of Schedule 6 to the Primary
Industries and Energy Legislation Amendment Act (No. 1) 1996 has been paid
to the person.
10 Paragraphs 8(1)(f), (g) and
(h)
Repeal the paragraphs, substitute:
(f) to keep (in accordance with Part 4A) the register of equity
holders;
(g) to distribute the surplus money standing to its credit;
11 Subsections 9(3), (4), (5) and
(6)
Repeal the subsections.
12 After Part 4
Insert:
The purpose of this Part is to give to registered equity holders a right
to share in the surplus money of Wool International.
(1) Wool International must keep, for the purposes of this Part, a
register to be known as the register of equity holders in Wool
International.
(2) Subject to this Part, the register is to be kept in accordance with
the regulations.
(1) As soon as practicable after 1 September 1997, Wool International
must, subject to subsection (2), enter in the register of equity holders the
name and address of each wool-tax payer:
(a) whose particulars were, on 1 September 1997, in the register kept
under section 66; and
(b) whose contributions to Wool International exceed $20.
(2) Wool International must not enter in the register of equity holders
the name and address of:
(a) an individual who has died; or
(b) a company that has ceased to exist;
before 1 September 1997.
(3) If:
(a) the particulars of an individual who died before 1 September 1997
are, on that day, in the register kept under section 66; and
(b) the individual’s contributions to Wool International exceed $20;
and
(c) his or her estate has not yet been distributed;
Wool International is to enter in the register of equity holders the name
and address of the individual’s personal representative.
(4) Wool International is also to enter in the register of equity holders
particulars identifying the Chief Executive as a registered equity
holder.
(5) Any person whose particulars are entered in the register of equity
holders under this section is taken to have been registered as an equity holder
in Wool International on 1 September 1997.
(1) Wool International must, in accordance with this section, allocate
units of equity in Wool International to each person whose particulars have been
entered in the register of equity holders under section 22C.
(2) A wool-tax payer, or the personal representative of a deceased
wool-tax payer, is to be allocated one unit of equity for each whole dollar
included in the amount of the wool-tax payer’s contributions to Wool
International.
(3) The Chief Executive is to be allocated, in respect of each putative
equity holder, one unit of equity for each whole dollar included in the amount
of the putative equity holder’s contributions to Wool
International.
(1) Wool International must enter in the register of equity holders the
number of units of equity in Wool International allocated to each registered
equity holder under section 22D.
(2) When entering in the register particulars of the units of equity
allocated to the Chief Executive, Wool International must enter separately the
units allocated in respect of each putative equity holder, identifying in
relation to each entry the putative equity holder concerned.
A person who is a registered equity holder is entitled to receive a share
(to be worked out in accordance with section 22G) of any money of Wool
International that becomes available for distribution while the person is a
registered equity holder.
A registered equity holder is entitled to receive in respect of each unit
of equity in Wool International held by him or her, out of money of Wool
International that becomes at any time available for distribution under Part 4B,
an amount worked out in accordance with the formula:
where:
amount available for distribution means the amount of money
of Wool International that is available for distribution at that time.
total number of units means the total number of units of
equity in Wool International allocated under section 22D.
(1) Subject to this section, a registered equity holder other than the
Chief Executive may transfer to another person any or all of the units of equity
in Wool International that he or she holds.
(2) If, under a determination of the Chief Executive under subsection
22U(2), a number of units of equity in Wool International allocated to the Chief
Executive in respect of a putative equity holder is to be transferred to a
particular person, the Chief Executive must transfer to the person the relevant
number of those units of equity.
(3) A unit of equity that is the subject of a charge may not be
transferred.
(4) A transfer of units of equity does not have effect unless particulars
of the transfer are recorded in the register of equity holders.
(5) The transferor or the transferee may give notice of the transfer to
Wool International. The notice must:
(a) be in a form approved by Wool International; and
(b) be given, together with any prescribed document, to Wool International
in accordance with the regulations.
(6) On receiving a notice of transfer that complies with subsection (5),
Wool International must, in accordance with the regulations:
(a) enter in the register of equity holders:
(i) the name and address of the transferee; and
(ii) the number of units of equity in Wool International acquired by the
transferee as a result of the transfer; and
(iii) the date on which the transfer takes effect; and
(b) make the necessary adjustments to the particulars entered in the
register in respect of the transferor.
(7) Wool International:
(a) does not have any duty of care to ascertain that a transfer of units
notified to it under this section is valid; and
(b) is not liable to compensate any person for any loss or damage arising
from anything done by it in accordance with this section.
(1) If the registered holder of units of equity in Wool International
dies:
(a) the personal representative of the deceased person; or
(b) the beneficiary of any of those units;
may apply to Wool International to be registered as the holder of the units
concerned.
(2) If the registered holder of units of equity in Wool International
becomes bankrupt, the trustee of the bankrupt’s estate may apply to Wool
International to be registered as the holder of those units.
(3) If a company that is the registered holder of units of equity in Wool
International is wound up, the liquidator of the company may apply to Wool
International to be registered as the holder of those units.
(4) In each case, the application must:
(a) be in a form approved by Wool International; and
(b) be given, together with any prescribed document, to Wool International
in accordance with the regulations.
(5) If the application complies with subsection (4), Wool International
must:
(a) enter in the register of equity holders:
(i) the name and address of the applicant; and
(ii) the number of units of equity in Wool International held by the
previous registered holder that are now held by the applicant; and
(b) remove the particulars relevant to the previous holder of the units
from the register.
(1) Subject to this section, a unit of equity in Wool International held
by a registered equity holder other than the Chief Executive may be the subject
of a charge in favour of another person (beneficiary).
(2) A charge on a unit of equity in Wool International does not have
effect unless particulars of the charge are recorded in the register of equity
holders.
(3) The registered equity holder and the beneficiary may together apply to
Wool International to have particulars of the charge recorded in the register.
The application must be made in accordance with the regulations.
(4) If the application complies with subsection (3), Wool International
must enter the particulars of the charge in the register in accordance with the
regulations.
(5) If the beneficiary subsequently notifies Wool International that the
unit of equity is no longer the subject of the charge, Wool International must
remove all particulars of the charge from the register.
(6) Failure to register a charge on a unit of equity in Wool International
under the law of a State or Territory does not affect the validity of the charge
for the purposes of this Act.
(7) For the purposes of this section, a floating charge:
(a) on all the assets of a registered equity holder; or
(b) on a part of the assets of a registered equity holder that includes
units of equity in Wool International;
is not taken to be a charge on any of the units of equity in Wool
International held by the equity holder.
If:
(a) an individual is the registered holder of a unit of equity in Wool
International; and
(b) a charge is registered under section 22J on that unit of
equity;
that charge (first charge) has priority over any other charge
on that unit of equity that is registered under that section after the
registration of the first charge.
Note: If a unit of equity in Wool International held by a
company is the subject of more than one charge, the order of priority for those
charges is to be decided in accordance with the Corporations
Law.
If:
(a) a registered equity holder; or
(b) the beneficiary under a charge on a unit of equity in Wool
International; or
(c) any other person with the consent of a registered holder;
requests Wool International to do so, Wool International must:
(d) allow the person who makes the request to have access to an entry in
the register of equity holders relating to the registered equity holder;
or
(e) provide the person with a copy of the entry.
(1) Wool International must give to a registered equity holder who so
requests a certificate stating the number of units of equity held by the equity
holder on the day on which the certificate is given.
(2) The certificate is prima facie evidence of the matters stated in
it.
The object of this Part is to provide for the distribution of surplus
money of Wool International among registered equity holders.
(1) Money not required by Wool International for any other expenditure
authorised by this Act is to be distributed among registered equity holders in
accordance with this Part.
(2) Wool International must distribute the money as follows:
(a) a first distribution is to be carried out before 1 January
1998;
(b) one, or more than one, interim distribution is to be carried out after
the repayment of the accumulated debt;
(c) a final distribution is to be carried out after the disposal of the
wool stockpile.
(3) Wool International must, with the approval of the Minister and after
consultation with the Wool Council of Australia, determine in writing the number
of interim distributions to be carried out.
(1) The amount available for the first distribution is so much of the
money standing to the credit of Wool International at the close of business on
30 June 1997 as was derived from the income and payments that were required
to be separately accounted for under section 51 as then in force.
(2) The amount referred to in subsection (1) is taken, for the purposes of
section 22F, to become available for distribution on 1 September
1997.
(1) The amount available for an interim distribution or for the final
distribution is so much of the money standing to the credit of Wool
International as is determined by Wool International, by notice published in the
Gazette, to be available for that distribution.
(2) Wool International may not make a determination under subsection (1)
without first obtaining the approval of the Minister.
(3) The amount referred to in subsection (1) in relation to a distribution
is taken, for the purposes of section 22F, to become available for distribution
on the day on which the determination made under that subsection in relation to
that distribution is notified in the Gazette.
(1) Wool International is to distribute the money available for each
distribution in accordance with this section.
(2) The money is to be distributed as soon as practicable after the
operative day for the distribution.
Note: For operative day see subsection
(5).
(3) Subject to subsection (4), a registered equity holder is to be paid,
in respect of each unit of equity in Wool International held by him or her, the
amount that the equity holder is entitled to receive under section
22G.
(4) If:
(a) any units of equity in Wool International held by the registered
equity holder are the subject of a charge, or more than one charge, redeemable
from money payable to the equity holder out of the distribution; and
(b) the equity holder has authorised Wool International to make payments
under this subsection;
the following provisions apply:
(c) if the units of equity are the subject of only one charge—Wool
International must pay to the beneficiary under the charge so much of the amount
that the equity holder is entitled to receive from the distribution (the
equity holder’s entitlement) as does not exceed the amount
of the debt secured by the charge;
(d) if any of the units of equity are the subject of more than one
charge—Wool International must pay to the beneficiary under each charge so
much of the amount available from the equity holder’s entitlement to meet
the debt secured by that charge (having regard to the order of priority of the
charges) as does not exceed the amount of the debt;
(e) in either case—Wool International must pay the balance (if any)
of the equity holder’s entitlement to the equity holder.
operative day means:
(a) in relation to the first distribution—1 September 1997;
or
(b) in relation to any other distribution—the day on which the
determination made under section 22Q in relation to the distribution was
notified in the Gazette.
(1) Wool International must give to each registered equity holder a
written notice that sets out the following in respect of each
distribution:
(a) the total amount available for the distribution;
(b) the total amount that the equity holder is entitled to receive from
the distribution;
(c) if subsection 22R(4) applies to any units of equity in Wool
International held by the equity holder—the amount payable under paragraph
22R(4)(c) or (d) to the beneficiary, or each beneficiary, under a charge on
those units (as the case may be).
(2) Wool International must give to each beneficiary (if any) under a
charge on any units of equity in Wool International a written notice that sets
out the following in respect of each distribution:
(a) the total amount available for the distribution;
(b) the total amount that the registered holder of those units is entitled
to receive from the distribution;
(c) the amount payable to the beneficiary under paragraph 22R(4)(c) or
(d).
This Part sets out how the Chief Executive is to deal with the units of
equity in Wool International allocated to him or her.
(1) The Chief Executive holds on trust each lot of units of equity in Wool
International allocated (under subsection 22D(3)) to him or her in respect of a
putative equity holder until the persons to whom those units are to be
transferred have been ascertained under this section.
(2) Subject to this section, the Chief Executive must, in respect of each
lot of units of equity in Wool International referred to in subsection (1),
determine in writing:
(a) the persons to whom those units are to be transferred; and
(b) the number of units that each of those persons is entitled to
receive.
Note: For the transfer of those units see section
22H.
(3) Units of equity in Wool International that have been allocated to the
Chief Executive in respect of a putative equity holder who was an individual may
only be transferred:
(a) if there are former creditors of the individual whose claims were not
fully satisfied from the individual’s estate:
(i) to those creditors; and
(ii) if the number of units allocated to the Chief Executive in respect of
the individual exceed the number of units that need to be transferred to those
creditors in satisfaction of their claims—to the beneficiaries of the
individual’s estate; or
(b) if paragraph (a) does not apply—to the beneficiaries of the
individual’s estate.
(4) Units of equity in Wool International that have been allocated to the
Chief Executive in respect of a putative equity holder that was a company may
only be transferred:
(a) if there are former creditors of the company whose claims were not
fully satisfied from the assets of the company at the time of its winding
up:
(i) to those creditors; and
(ii) if the number of units allocated to the Chief Executive in respect of
the company exceed the number of units that need to be transferred to those
creditors in satisfaction of their claims—to the former shareholders of
the company; or
(b) if paragraph (a) does not apply—to the former shareholders of
the company.
(5) In making a determination under subsection (2), the Chief Executive
must comply with the guidelines determined by the Minister under section
22V.
(1) The Minister must, after consultation with Wool International,
determine in writing guidelines for the proper exercise of the Chief
Executive’s duties under subsection 22U(2).
(2) A determination under subsection (1) is a disallowable instrument for
the purposes of section 46A of the Acts Interpretation Act
1901.
This Part sets out how the Chief Executive is to deal with the money that
he or she receives from the distributions under Part 4B.
The Chief Executive holds any money (trust money) paid to
him or her under Part 4B on trust in accordance with, and for the purposes
of, this Part.
The Chief Executive may invest any trust money not immediately required
for the purposes of this section:
(a) in securities of, or guaranteed by, the Commonwealth or a State;
or
(b) on deposit with a bank; or
(c) in any other way that is consistent with sound commercial
practice.
Any income derived from the investments is to be paid to Wool
International.
If:
(a) money has been paid to the Chief Executive under Part 4B in respect of
the units of equity in Wool International allocated to him or her in respect of
a putative equity holder; and
(b) any or all of those units are subsequently transferred to a person
under subsection 22H(2);
the Chief Executive must pay to the person, out of the trust money, the
amount that was paid to the Chief Executive in respect of the units of equity
transferred to the person.
If, one month after the final distribution under Part 4B, there is a
balance of trust money remaining to the credit of the Chief Executive (because
it was not possible to transfer, in accordance with subsection 22H(2), all the
units of equity in Wool International allocated to the Chief Executive in
respect of putative equity holders), the Chief Executive must pay the amount of
the balance to Wool International.
Wool International must, before 31 December 1997:
(a) invite financial institutions to submit to Wool International
information relating to the terms and conditions subject to which they would
offer a loan to a wool-tax payer on the security of the units of equity in Wool
International held by the wool-tax payer; and
(b) assess, on the basis of the information received as a result of that
invitation, which financial institution has offered to make loans to wool-tax
payers on the terms and conditions that, in the opinion of Wool International,
are the most advantageous to wool-tax payers; and
(c) inform wool-tax payers of the terms and conditions subject to which
they may obtain loans from that institution on the security of the units of
equity in Wool International that they hold.
(1) As soon as practicable after the commencement of this section, Wool
International must conduct a feasibility study relating to the establishment of
an entity:
(a) whose objects would include the carrying on of activities relating to
trading in any wool (whether or not the wool exists) for the purposes specified
in subsection 8(2); and
(b) in which wool-tax payers could invest.
(2) If the study conducted under subsection (1) so warrants, Wool
International must:
(a) with the approval of the Minister, do everything that it considers
necessary to facilitate the establishment of a unit trust:
(i) that has as its purpose the investment of funds in an entity of the
kind referred to in paragraph (a); and
(ii) whose units will be offered for subscription in priority to wool-tax
payers; and
(b) provide an information service to wool-tax payers regarding investment
in the trust.
(3) Without limiting subsection 9(1), Wool International may, in the
exercise of its function under paragraph (2)(a), do any of the
following:
(a) identify persons who could be the fund manager or trustee of the
trust;
(b) arrange for, and have discussions with the parties concerned about,
the drafting of the trust deed;
(c) if the offer of units in the trust is to be
underwritten—identify potential underwriters.
(4) This section ceases to have effect at the end of 30 June
1998.
In addition to meeting the expenses incurred in performing its functions
under section 22ZC, Wool International may, subject to section 22ZE:
(a) pay all the costs relating to the establishment of the unit trust;
and
(b) agree that, should the issue of units in the trust be cancelled, it
would indemnify the fund manager and the trustee of the trust for all the costs
incurred by them and arising out of the cancellation.
Wool International may not spend more than $1 million in
meeting:
(a) expenses incurred in performing its functions under section 22ZC;
and
(b) payments authorised by section 22ZD.
(1) Wool International must, to the extent that it considers necessary,
provide the following services to the Australian wool industry:
(a) a market reporting service;
(b) an education program in forward marketing.
(2) This section ceases to have effect at the end of 30 June
1998.
13 At the end of paragraph
49(b)
Add “and”.
14 After paragraph 49(b)
Insert:
(ba) in making payments under Part 4B; and
(bb) in payment of the expenses incurred by the Chief Executive in
performing his or her duties under Parts 4C and 4D; and
Part
2—Amendments relating to the members of Wool
International
15 Paragraph 23(1)(d)
Omit “8”, substitute “2”.
16 Subsection 23(2)
Repeal the subsection, substitute:
(2) The members referred to in paragraph (1)(d) must be persons who have
qualifications relevant to, or experience in, at least one of the following
fields:
(a) wool production;
(b) administration and disposal of assets;
(c) business management.
17 Subsection 29(2)
Omit “3”, substitute “2”.
18 Subsection 29(3)
Omit “6”, substitute “3”.
19 Transitional
(1) A person who, immediately before the commencement of this Part, was a
member of Wool International referred to in paragraph 23(1)(d) of the Wool
International Act 1993 as then in force:
(a) ceases, on the commencement of this Part, to be a member of Wool
International; but
(b) is eligible for re-appointment.
(2) Despite subsection 23(4) of the Wool International Act 1993, the
2 members referred to in paragraph 23(1)(d) of that Act who are first appointed
after the commencement of this Part are not to be persons nominated by a
selection committee constituted under that Act. In appointing them, the Minister
must, however, consult with the members of Wool International referred to in
paragraphs 23(1)(a), (b) and (c) of that Act.
Part
3—Miscellaneous amendments
20 Subsections 2(3) and (4)
Repeal the subsections.
21 Section 49
Omit “Subject to section 49A, money”, substitute
“Money”.
22 Section 49A
Repeal the section.
23 Section 51
Repeal the section.
24 Sections 68, 69, 70 and
71
Repeal the sections.
25 At the end of Part 9
Add:
(1) When, after:
(a) Wool International has carried out the distributions under
Part 4B; and
(b) the Chief Executive has discharged his or her duties under
Part 4D;
Wool International is satisfied that all its obligations and liabilities
have been discharged and that no money is due and payable to it, Wool
International:
(c) must notify the Minister in writing that it is so satisfied;
and
(d) if the Minister so requests—must give to the Minister a written
report of its operations since the beginning of the current financial year,
together with statements in a form approved by the Minister for Finance for the
period covered by the report; and
(e) if there is any money that remains standing to its credit,
must:
(i) prepare, after consultation with the Wool Council of Australia, a
scheme for distributing that money in an equitable manner to such persons as it
thinks appropriate; and
(ii) give details of the scheme to the Minister.
(2) If the Minister approves the scheme prepared under paragraph (1)(e),
Wool International must, as soon as practicable, distribute the money in
accordance with the scheme.
(3) Section 67 applies to the report and financial statements referred to
in paragraph (1)(d) as if they were respectively an annual report and financial
statements submitted together with that report under subsection 67(1).
(1) If the Minister:
(a) is satisfied that Wool International has discharged all its
obligations and liabilities and that no money is due and payable to it;
and
(b) is also satisfied that:
(i) there is no money standing to its credit; or
(ii) that any money standing to its credit after all its obligations and
liabilities had been discharged has been distributed in the manner approved by
the Minister;
the Minister must, by notice published in the Gazette, give a
certificate to that effect.
(2) This Act is repealed on the day on which the notice is published in
the Gazette.
26 Parts 10, 11 and 12
Repeal the Parts.