Commonwealth Numbered Regulations - Explanatory Statements

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BANKS (SHAREHOLDINGS) REGULATIONS (AMENDMENT) 1996 NO. 242

STATUTORY RULES 1996 No. 242

Issued by the Authority of the Assistant Treasurer

Bank (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 in which a person (including a corporation) may have an interest to 10 per cent, or 15 per cent with the approval of the Treasurer, of the total nominal amount of the voting shares of the bank. Under subsection 10(4) of the Act the Governor-General may, after application made to the Treasurer by a person, if the GovernorGeneral is satisfied that to do so is in the national interest, fix a higher percentage for that person by instrument published in the Gazette. Subsection 10(5A) provides that the Governor-General may, on the publication under subsection 10(4) of an instrument fixing a percentage applicable to a corporation in respect of a bank, after application made to the Treasurer by the corporation, by instrument in writing published in the Gazette, declare that the percentage so fixed is also applicable to the persons who are from time to time relevant officers of the corporation in respect of the bank.

Section 17 of the Act provides that the Governor-General may make regulations for the purposes of the Act.

Natwest Markets Australia Limited (Natwest) is the Australian subsidiary of the UK bank, National Westminster Bank Plc (NWB). As part of an ownership restructure, NWB intends to transfer its shareholding in Natwest to its newly formed Dutch subsidiary, National Westminster International Holdings BV (BV).

BV is a directly owned 100 per cent subsidiary of NWB. NWB intend BV to act solely as a holding company providing overseas NWB group affiliated companies with equity and debt funding, and will not conduct any other business. NWB expect the new ownership arrangements to provide these companies, including Natwest, with a stronger corporate governance focus. In this regard, the transfer of NWB's shareholding in Natwest to BV is in the national interest.

To facilitate the transfer in ownership, instruments have been prepared in accordance with the Act, effectively fixing a percentage of 100 under subsection 10(4) for BV in relation to its interest in Natwest Markets Australia Limited.

Under section 9 of the Act the associates (including officers, partners, subsidiaries and related companies) of BV would also be deemed to have the same interest in Natwest as that corporation. In the case of officers of BV, an instrument pursuant to subsection I0(5A) of the Act is proposed which would fix a percentage of 100 in relation to interests in Natwest for those persons who are from time to time relevant officers of BV.

Under the Act, it is not possible to make a 'class' instrument for the interests of the associates of BV, other than its relevant officers. These other associates generally represent a large and ever-changing group of persons and corporations.

Rather than make an instrument pursuant to subsection 10(4) for every person within the meaning of section 9, it is convenient to prescribe these interests - that is, to have them disregarded for the purposes of section 10 of the Act - by regulation, 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 a person or 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, where those interests are deemed to be held by virtue of an associate relationship. The effect of the proposed amendments to the Regulations would be to disregard, for the purposes of the Act, interests in Natwest arising from associate relationships with BV.

The details of the proposed Regulations are as follows:

The Schedule to the Banks (Shareholdings) Regulations is amended by including the following corporation to column 3:

National Westminster International Holdings BY, being the corporation formed or incorporated under that name in the Netherlands