Tasmanian Bills Clause Notes Tasmanian Bills Clause Notes[Index] [Search] [Download] [Bill] [Help]
CLAUSE NOTES
TRUSTEE COMPANIES AMENDMENT BILL 2009
Clause 1: Short Title
Clause 2: Commencement
The Act will commence on Royal Assent
Clause 3: Principal Act
The Trustee Companies Act 1953 is being amended by this Bill.
Clause 4: Section 3 amended (Interpretation)
Section 3 is amended to insert a definition of "trustee holding company" which
refers to the new section 4A.
Clause 5: Section 4A inserted
The New Section 4A defines a trustee holding company as a body holding 100%
of the issued shares of a trustee company. The section provides that when a
body become a trustee holding company it can be listed in the new Schedule 2A
which is being created by this Bill (Schedule 2 lists trustee companies) and if it
ceases to operate or changes its name the listing can be changed.
Clause 6: Section 18F amended (Duty of Trustee Company no to acquire
shares in itself)
Section 18F currently prevents a trustee company from acquiring shares in itself
the changes will apply the same restriction to buying and holding shares in the
holding company or any of its subsidiaries.
Clause 7: Section 39AA amended (Provisions relating to holding etc of
shares in trustee companies and trustee holding companies)
Section 39AA applies the criteria in Schedule 5 to trustee companies and the
changes will apply the Schedule to the holding company.
Clause 8: Schedule 2 amended (Trustee Companies)
Schedule 2 is an out of date list of the trustee companies allowed under the Act
to operate in Tasmania. The last merger in 2001 saw the creation of Tasmanian
Perpetual Trustees Limited and Perpetual Trustees Tasmania Limited is being
deleted as it is no longer in existence.
Clause 9; Schedule 2A inserted
The Schedule is currently blank but will list any trustee holding companies that
meet the requirements of Schedule 5. Once the MyState/Perpetual merger has
been accomplished the Ministerial order will list the new body in the Schedule.
Clause 10: Schedule 5 amended (Provisions relating to holding etc of
shares in trustee companies and trustee holding companies.
The terminology of Schedule 5 refers to its various components as paragraphs
which is contrary to the current drafting style and not compatible with the
programs used to generate Bills and the legislation database so the opportunity
is being taken to change paragraph to clause throughout the Schedule
Subclause (a) of Cl 8 changes the heading
Subclause (b) of Cl 8 omits subclause 1 from clause (2) of the Schedule and
inserts three new subclauses:
New Subclause 2(1) to the Schedule continues to apply the 10 per cent
limitation on shareholding to trustee companies and applies the same limit on a
holding company which owns a trustee company.
New Subclause 2(1AA) to the Schedule allows the Minister to approve a
[holding] company acquiring and holding all the shares of a trustee company.
This will enable the Minister to approve the new MyState holding company when
it is in a position to start acquiring the shares of the members of Tasmanian
Perpetual.
New subclause 2(1AB) to the Schedule provides that Ministerial approval shall
not be granted unless the holding company also meets and is likely to continue to
meet the shareholding limitations.
Subclauses (c),(d),(e),(g),(h),(j),(l),(n),(p),(q),(t),(v),(w),(x),(z),
(za),(zb),(zd),(ze),(zg),(zh),(zk),(zm),(zn),(zp),(zs) of Cl 8 - merely change
references to paragraphs so they become references to clauses which is the
current drafting style for Schedules.
Subclauses (f),(i),(k),(m),(o),(r),(s),(u),(y),(zc),(zf),(zi),(zl), (zo),(zq),(zr),& (zt)
all insert references to a holding company so that the provisions which regulate
shareholding and share dealing in relation to shares in a trustee company apply
equally to a trustee holding company (ie the owner of the trustee company).
Amongst other controls the provisions prevent the issue of shares and voting on
shares where the issue or voting would be in contravention of the 10 per cent
rule. An onus wil be placed on the directors of the holding company (in the same
way as currently applies to a trustee company) to ensure the disposal of shares
of any shareholders if the holding would exceed the 10 per cent rule.
Subclauses (zi) and (zj) make a minor amendment to remove a provision which
refers to another subclause which had been removed from the Act in 1993.