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SUPERANNUATION ADMINISTRATION CORPORATION (PILLAR) (AUTHORISED TRANSACTION) ACT 2016 - SCHEDULE 1

SCHEDULE 1 – Interpretative provisions

1 Definitions

In this Act:

"assets" means any legal or equitable estate or interest (whether present or future, whether vested or contingent and whether personal or assignable) in real or personal property of any description (including money), and includes securities, choses in action and documents.

"authorised transaction" --see section 3.

"completion" of the authorised transaction occurs on the date designated by the Treasurer by order in writing as the date of completion of the authorised transaction.

Designated date of completion of the authorised transaction of Pillar's assets: 7.12.2016. See Gazette No 117 of 16.12.2016, p 3714.

"corporate conversion" , in relation to Pillar or a transaction SOC, means the registration of the corporation as a company under the Corporations Act.

"Corporations Act" means the Corporations Act 2001 of the Commonwealth.

"Corporations legislation" means the Corporations legislation to which Part 1.1A of the Corporations Act applies.

"entity" means a body corporate, a partnership, an unincorporated body, an individual or a trust (including the trustee of a trust).

"function" includes a power, authority or duty, and
"exercise" a function includes perform a duty.

"general law" means the common law and equity (as modified from time to time by legislation).

"legislation" includes:
(a) any statute of a legislature (whether enacted or made in Australia or elsewhere), and
(b) any proclamation, regulation, rule, by-law, order or any other kind of subordinate legislation (however described) made under the authority of a statute (whether enacted or made in Australia or elsewhere).

"liabilities" means any liabilities, debts or obligations (whether present or future, whether vested or contingent and whether personal or assignable).

"Pillar" --see section 3.

"Pillar assets" --see section 3 (and clause 4 of this Schedule).

"private sector" means any person other than a public sector agency and includes a private sector entity.
Note : A person who is a public sector agency of another jurisdiction is a private sector person for the purposes of this Act.

"private sector entity" means an entity in which the private sector has an interest.

"public sector agency" means any of the following:
(a) the State (including the Crown in right of the State),
(b) a Minister,
(c) the Ministerial Holding Corporation constituted by the State Owned Corporations Act 1989 ,
(e) a SOC,
(f) a public authority of the State (including a council under the Local Government Act 1993 ),
(g) any other person acting on behalf of the State (or the Crown in right of the State),
(h) a transaction company, but only while all the shares in the transaction company are held by or on behalf of the State or a SOC or the transaction company is the subsidiary of another transaction company all the shares in which are held by or on behalf of the State or a SOC,
(i) a wholly-owned subsidiary of a public sector agency.

"rights" means any rights, powers, privileges or immunities (whether present or future, whether vested or contingent and whether personal or assignable).

"SOC" means a State owned corporation within the meaning of the State Owned Corporations Act 1989 .

"State legislation" means any legislation of the State.

"the State" means the State of New South Wales.

"transaction arrangement" means a transaction, agreement or other arrangement entered into by or on behalf of a public sector agency for the purposes of the authorised transaction.

"transaction company" means a company established as a transaction company pursuant to this Act.

"transaction entity" means a transaction SOC, transaction company or any other entity established for the purposes of the authorised transaction.

"transaction SOC" means a SOC established as a transaction SOC pursuant to this Act.

"transfer" , in relation to assets, rights and liabilities, includes any action that results in the vesting of assets, rights and liabilities in another person or the creation or transfer of any interest in or right in respect of assets.
Note : The Interpretation Act 1987 contains definitions and other provisions that affect the interpretation and application of this Act.

2 Words and expressions defined in Corporations Act

In this Act, the following expressions have the meaning that they have in the Corporations Act (except where a definition of the expression in this Act otherwise requires):

"company"

"company limited by shares"

"corporation"

"subsidiary"

"wholly-owned subsidiary"

3 Functions for the purposes of authorised transaction

For the purposes of this Act, any act, matter or thing is done or has effect for the purposes of the authorised transaction if:

(a) it is done or has effect for the purpose of effecting or facilitating the authorised transaction, or
(b) it is done or has effect for any purpose connected with, ancillary or incidental to or consequential on the authorised transaction, or
(c) it is done or has effect for any purpose connected with the vesting of Pillar assets in, or the transfer of staff of Pillar to, a public sector agency at any time after completion of the authorised transaction, or
(d) it is done or has effect after the completion of the authorised transaction for any purpose that is necessary or convenient in connection with the ongoing operation of or the winding up of the affairs of Pillar or any transaction entity.

4 Transfer and acquisition of assets, rights and liabilities

(1) The assets, rights and liabilities of a body corporate include the assets, rights and liabilities of a wholly-owned subsidiary of the body corporate.
Note : Pillar assets include the assets, rights and liabilities of a wholly-owned subsidiary of Pillar.
(2) Without limiting the ways in which assets, rights and liabilities can be transferred for the purposes of the authorised transaction (and without preventing the direct transfer of assets, rights and liabilities to a transferee):
(a) assets, rights and liabilities of a body corporate can be transferred to another person (the
"transferee" ) by a transfer of shares or any other transaction that results in the body corporate becoming a wholly-owned subsidiary of the transferee, and
(b) assets, rights and liabilities of a body corporate are acquired by (and become assets, rights and liabilities of) a transferee when the body corporate becomes a wholly-owned subsidiary of the transferee.

5 Employees of Pillar

If a transaction company is established by the conversion of Pillar into a company, a reference in a provision of this Act to an employee of Pillar includes a reference to an employee of the transaction company and a reference in the provision to Pillar is to be read as a reference to the transaction company.

6 Transfers to public sector agencies

No compensation is payable in connection with the transfer for the purposes of the authorised transaction of assets, rights or liabilities to a public sector agency (but this does not prevent such a transfer being for consideration).

7 When events occur

If this Act provides for an event or other thing to occur on a particular day, that event or thing is taken to occur at the beginning of that day.

8 Notes

Notes included in this Act do not form part of this Act.


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