Commonwealth Numbered Regulations - Explanatory Statements

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BANKS (SHAREHOLDINGS) REGULATIONS (AMENDMENT) 1996 NO. 349

STATUTORY RULES 1996 No. 349

Issued by the Authority of the Assistant 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 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 Governor-General 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.

The Queensland Government is proceeding with a proposal to integrate Suncorp and QIDC Limited (QIDC) with Metway Bank Limited Metway) to form a large, Queensland based financial institution. The Assistant Treasurer has given approval under section 63 of the Banking Act 1959 for Metway to merge with QIDC and Suncorp. The merger was approved by Metway shareholders on 13 November 1996 and took place on 1 December 1996. The Queensland Treasurer has also provided the Treasurer with an undertaking that the State of Queensland will sell down its interest in Metway to less than 15 per cent within 5 years.

On 19 November 1996 the Governor-General made the following instruments under the Banks (Shareholdings) Act 1972, fixing a percentage of 100 for Metway, in relation to its interest in QIDC:

Instrument under subsection 10(4)

Instrument under subsection 10(5A)

Banks (Shareholdings) Regulations (Amendment)

It has been subsequently discovered that the instruments and regulation contain a minor technical error concerning the name of QIDC. The name on the instruments and regulation approved on 19 November 1996 was 'Queensland Industry Development Corporation Limited'. The correct company name is 'QIDC Limited'.

A new instrument under subsection 10(4) of the Act has been prepared, fixing a percentage of 100 for Metway, in relation to their interest in QIDC.

Under section 9 of the Act the associates (including officers, partners, subsidiaries and related companies) of Metway would also be deemed to have the same interest in QIDC as Metway. In the case of officers of Metway, an instrument pursuant to subsection 10(5A) of the Act is proposed which would fix a percentage of 100 in relation to interests in QIDC for those persons who are from time to time relevant officers of Metway.

Under the Act, it is not possible to make a 'class' instrument for the interests of the associates of Metway, other than its relevant officers. These other associates 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 QMC arising from associate relationships with Metway.

The details of the proposed Regulations are as follows:

The Schedule to the Banks (Shareholdings) Regulations is amended by omitting the following corporation from Item 24A, column 2:

Queensland Industry Development Corporation Limited;

and by substituting it with:

QIDC Limited.

It is in the national interest for Metway to own up to 100 per cent of QIDC. The merger of Suncorp, QEDC and Metway has the potential to deliver considerable rationalisation benefits, derived from branch and head office cutbacks, and from revenue gains from the implementation of 'bancassurance' (the delivery of a broad range of financial services, including insurance and banking products, through the existing branch network). Also, as the State of Queensland has undertaken to sell down its interest in the Metway group to less than 15 per cent within 5 years, the merger plan allows the Queensland Government to achieve its goal of privatising its financial institutions.