Commonwealth Numbered Acts

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 1045

1045. (1) Where a document acknowledges, evidences, or constitutes an
acknowledgement of, the indebtedness of a corporation in respect of money
accepted by the corporation as a deposit or loan from any person in response
to an invitation or offer referred to in subsection 1023 (1), the document
shall, in the prospectus in relation to the invitation or offer, in any other
document constituting or relating to the invitation or offer, and in the
document itself, be described or referred to in accordance with this section
as:

   (a)  an unsecured note or an unsecured deposit note;

   (b)  a mortgage debenture or certificate of mortgage debenture stock; or

   (c)  a debenture or certificate of debenture stock.

(2) The document shall be described or referred to as an unsecured note or an
unsecured deposit note unless, pursuant to the provisions of either subsection
(3) or (4), it is, and may be, otherwise described.

(3) The document may be described or referred to as a mortgage debenture or
certificate of mortgage debenture stock if, and only if, there is included in
the prospectus a statement to the effect that:

   (a)  the payment of all money that has been or may be deposited with or
        lent to the corporation in response to the invitation or offer is
        secured by a first mortgage given to the trustee for the holders of
        the debentures to be issued in relation to the deposit or loan over
        land vested in the corporation or in any of its guarantor bodies;

   (b)  the mortgage has been duly registered, or is a registrable mortgage
        that has been lodged for registration, in accordance with the law
        relating to the registration of mortgages of land in the place where
        the land is situated; and

   (c)  the total amount of that money and of all other liabilities (if any)
        secured by the mortgage of that land ranking pari passu with the
        liability to repay that money does not exceed 60% of the value of the
        corporation's interest in that land as shown in the valuation included
        in the prospectus.

(4) The document may be described or referred to as a debenture or certificate
of debenture stock if, and only if:

   (a)  pursuant to subsection (3) it may be, but is not, described or
        referred to in the prospectus or document as a mortgage debenture of
        certificate of mortgage debenture stock; or

   (b)  the prospectus contains a statement in accordance with subsection (5).

(5) A statement referred to in paragraph (4) (b) shall be to the effect that:

   (a)  the repayment of all money that has been or may be deposited with or
        lent to the corporation in response to the invitation or offer has
        been secured by a charge in favour of the trustee for the holders of
        the debentures over the whole or any part of the tangible property of
        the corporation and of its guarantor bodies or any of them; and

   (b)  the tangible property that constitutes the security for the charge is
        sufficient and is reasonably likely to be sufficient to meet the
        liability for the repayment of all such money and all other
        liabilities ranking in priority to, or pari passu with, that liability
        that have been or may be incurred.

(6) This section applies in relation to every document referred to in
subsection (1) that is issued after the commencement of this Part,
notwithstanding anything in any debenture or trust deed issued or executed
before that commencement and in force for the time being.

(7) For the purposes of this section, a document issued by a borrowing
corporation certifying that a person specified in the document is, in respect
of any deposit with or loan to the corporation, the registered holder of a
specified number or value:

   (a)  of unsecured notes or unsecured deposit notes;

   (b)  of mortgage debentures or certificates of mortgage debenture stock; or

   (c)  of debentures or certificates of debenture stock; issued by the
        corporation upon or subject to the terms and conditions contained in a
        trust deed referred to or identified in the certificate shall be
        deemed to be a document evidencing the indebtedness of that
        corporation in respect of that deposit or loan.