Wool International Amendment Act 1997
No. 108, 1997
An Act to amend the Wool International Act 1993, and for related purposes
[Assented to 30 June 1997]
The Parliament of Australia enacts:
1 Short title
This Act may be cited as the Wool International Amendment Act 1997.
2 Commencement
(1) Subject to subsection (2), this Act commences on 1 July 1997.
(2) Part 2 of Schedule 1 commences on 1 January 1998.
3 Schedule(s)
Subject to section 2, each Act that is specified in a Schedule to this Act is amended or repealed as set out in the applicable items in the Schedule concerned, and any other item in a Schedule to this Act has effect according to its terms.
Schedule 1—Amendment of the Wool International Act 1993
Part 1—Objects of the Act and functions of Wool International
1 Subsection 3(1)
Before “object”, insert “main”.
Note: The heading to section 3 is altered by omitting “Object” and substituting “Objects”.
2 Paragraph 3(1)(c)
Repeal the paragraph.
3 Subsection 3(3)
Repeal the subsection, substitute:
(3) This Act has also the following objects:
(a) to give to registered wool-tax payers who have contributed significantly to the cost of managing, and disposing of, the wool stockpile (through the payment of wool tax imposed on shorn wool (other than carpet wool) on or after 1 July 1993 but before 1 July 1996 and voluntary contributions) a right to share in the surplus funds of Wool International which is fully transferable;
(b) to make it easier for wool-tax payers to obtain loans on the security of that right;
(c) to encourage investment by wool-tax payers in an enterprise whose objects include the carrying on of activities relating to trading in wool by:
(i) conducting a feasibility study of such an enterprise; and
(ii) facilitating the establishment of an appropriate investment vehicle.
4 Section 4
Insert:
contributions to Wool International has the meaning given by section 5A.
5 Section 4
Insert:
putative equity holder means:
(a) an individual:
(i) who died, and whose estate was distributed, before 1 September 1997; and
(ii) who would have been a registered equity holder on that day if he or she had not died; or
(b) a company that:
(i) was wound up before 1 September 1997; and
(ii) but for the winding up, would have been a registered equity holder on that day.
6 Section 4
Insert:
registered equity holder means a person whose particulars are entered in the register of equity holders under section 22C, 22H or 22I.
7 Section 4
Insert:
registered holder, in relation to a unit of equity in Wool International, means the registered equity holder that is the holder of the unit.
8 Section 4
Insert:
register of equity holders means the register referred to in section 22B.
9 After section 5
Insert:
5A Definition of contributions to Wool International
(1) For the purposes of this Act, a person’s contributions to Wool International are taken to be the sum of:
(a) that part of the total of the amounts received by Wool International under section 43 that was paid to Wool International because of the payments by the person of wool tax imposed on shorn wool (other than carpet wool) on or after 1 July 1993 but before 1 July 1996; and
(b) the additional contributions (if any) made by the person under section 45.
(2) For the purposes of paragraph (1)(b), disregard any amount of additional contribution paid by a person (after 20 July 1995) and in respect of which an entry has been made in the register kept under section 66 recording that an amount under item 11 of Schedule 6 to the Primary Industries and Energy Legislation Amendment Act (No. 1) 1996 has been paid to the person.
10 Paragraphs 8(1)(f), (g) and (h)
Repeal the paragraphs, substitute:
(f) to keep (in accordance with Part 4A) the register of equity holders;
(g) to distribute the surplus money standing to its credit;
11 Subsections 9(3), (4), (5) and (6)
Repeal the subsections.
12 After Part 4
Insert:
Part 4A—Entitlement to share in money of Wool International
22A Object of Part
The purpose of this Part is to give to registered equity holders a right to share in the surplus money of Wool International.
22B Register of persons entitled to share in surplus money of Wool International
(1) Wool International must keep, for the purposes of this Part, a register to be known as the register of equity holders in Wool International.
(2) Subject to this Part, the register is to be kept in accordance with the regulations.
22C Particulars of wool-tax payers etc. to be entered in register
(1) As soon as practicable after 1 September 1997, Wool International must, subject to subsection (2), enter in the register of equity holders the name and address of each wool-tax payer:
(a) whose particulars were, on 1 September 1997, in the register kept under section 66; and
(b) whose contributions to Wool International exceed $20.
(2) Wool International must not enter in the register of equity holders the name and address of:
(a) an individual who has died; or
(b) a company that has ceased to exist;
before 1 September 1997.
(3) If:
(a) the particulars of an individual who died before 1 September 1997 are, on that day, in the register kept under section 66; and
(b) the individual’s contributions to Wool International exceed $20; and
(c) his or her estate has not yet been distributed;
Wool International is to enter in the register of equity holders the name and address of the individual’s personal representative.
(4) Wool International is also to enter in the register of equity holders particulars identifying the Chief Executive as a registered equity holder.
(5) Any person whose particulars are entered in the register of equity holders under this section is taken to have been registered as an equity holder in Wool International on 1 September 1997.
22D Allocation of units of equity in Wool International
(1) Wool International must, in accordance with this section, allocate units of equity in Wool International to each person whose particulars have been entered in the register of equity holders under section 22C.
(2) A wool-tax payer, or the personal representative of a deceased wool-tax payer, is to be allocated one unit of equity for each whole dollar included in the amount of the wool-tax payer’s contributions to Wool International.
(3) The Chief Executive is to be allocated, in respect of each putative equity holder, one unit of equity for each whole dollar included in the amount of the putative equity holder’s contributions to Wool International.
22E Particulars of allocation to be entered in register of equity holders
(1) Wool International must enter in the register of equity holders the number of units of equity in Wool International allocated to each registered equity holder under section 22D.
(2) When entering in the register particulars of the units of equity allocated to the Chief Executive, Wool International must enter separately the units allocated in respect of each putative equity holder, identifying in relation to each entry the putative equity holder concerned.
22F Right of registered equity holder to share in surplus money of Wool International
A person who is a registered equity holder is entitled to receive a share (to be worked out in accordance with section 22G) of any money of Wool International that becomes available for distribution while the person is a registered equity holder.
22G Entitlement in respect of unit of equity
A registered equity holder is entitled to receive in respect of each unit of equity in Wool International held by him or her, out of money of Wool International that becomes at any time available for distribution under Part 4B, an amount worked out in accordance with the formula:
where:
amount available for distribution means the amount of money of Wool International that is available for distribution at that time.
total number of units means the total number of units of equity in Wool International allocated under section 22D.
22H Transfer of units
(1) Subject to this section, a registered equity holder other than the Chief Executive may transfer to another person any or all of the units of equity in Wool International that he or she holds.
(2) If, under a determination of the Chief Executive under subsection 22U(2), a number of units of equity in Wool International allocated to the Chief Executive in respect of a putative equity holder is to be transferred to a particular person, the Chief Executive must transfer to the person the relevant number of those units of equity.
(3) A unit of equity that is the subject of a charge may not be transferred.
(4) A transfer of units of equity does not have effect unless particulars of the transfer are recorded in the register of equity holders.
(5) The transferor or the transferee may give notice of the transfer to Wool International. The notice must:
(a) be in a form approved by Wool International; and
(b) be given, together with any prescribed document, to Wool International in accordance with the regulations.
(6) On receiving a notice of transfer that complies with subsection (5), Wool International must, in accordance with the regulations:
(a) enter in the register of equity holders:
(i) the name and address of the transferee; and
(ii) the number of units of equity in Wool International acquired by the transferee as a result of the transfer; and
(iii) the date on which the transfer takes effect; and
(b) make the necessary adjustments to the particulars entered in the register in respect of the transferor.
(7) Wool International:
(a) does not have any duty of care to ascertain that a transfer of units notified to it under this section is valid; and
(b) is not liable to compensate any person for any loss or damage arising from anything done by it in accordance with this section.
22I Death etc. of unit holder
(1) If the registered holder of units of equity in Wool International dies:
(a) the personal representative of the deceased person; or
(b) the beneficiary of any of those units;
may apply to Wool International to be registered as the holder of the units concerned.
(2) If the registered holder of units of equity in Wool International becomes bankrupt, the trustee of the bankrupt’s estate may apply to Wool International to be registered as the holder of those units.
(3) If a company that is the registered holder of units of equity in Wool International is wound up, the liquidator of the company may apply to Wool International to be registered as the holder of those units.
(4) In each case, the application must:
(a) be in a form approved by Wool International; and
(b) be given, together with any prescribed document, to Wool International in accordance with the regulations.
(5) If the application complies with subsection (4), Wool International must:
(a) enter in the register of equity holders:
(i) the name and address of the applicant; and
(ii) the number of units of equity in Wool International held by the previous registered holder that are now held by the applicant; and
(b) remove the particulars relevant to the previous holder of the units from the register.
22J Charge on unit of equity
(1) Subject to this section, a unit of equity in Wool International held by a registered equity holder other than the Chief Executive may be the subject of a charge in favour of another person (beneficiary).
(2) A charge on a unit of equity in Wool International does not have effect unless particulars of the charge are recorded in the register of equity holders.
(3) The registered equity holder and the beneficiary may together apply to Wool International to have particulars of the charge recorded in the register. The application must be made in accordance with the regulations.
(4) If the application complies with subsection (3), Wool International must enter the particulars of the charge in the register in accordance with the regulations.
(5) If the beneficiary subsequently notifies Wool International that the unit of equity is no longer the subject of the charge, Wool International must remove all particulars of the charge from the register.
(6) Failure to register a charge on a unit of equity in Wool International under the law of a State or Territory does not affect the validity of the charge for the purposes of this Act.
(7) For the purposes of this section, a floating charge:
(a) on all the assets of a registered equity holder; or
(b) on a part of the assets of a registered equity holder that includes units of equity in Wool International;
is not taken to be a charge on any of the units of equity in Wool International held by the equity holder.
22K Order of priority for charges
If:
(a) an individual is the registered holder of a unit of equity in Wool International; and
(b) a charge is registered under section 22J on that unit of equity;
that charge (first charge) has priority over any other charge on that unit of equity that is registered under that section after the registration of the first charge.
Note: If a unit of equity in Wool International held by a company is the subject of more than one charge, the order of priority for those charges is to be decided in accordance with the Corporations Law.
22L Access to register
If:
(a) a registered equity holder; or
(b) the beneficiary under a charge on a unit of equity in Wool International; or
(c) any other person with the consent of a registered holder;
requests Wool International to do so, Wool International must:
(d) allow the person who makes the request to have access to an entry in the register of equity holders relating to the registered equity holder; or
(e) provide the person with a copy of the entry.
22M Certificate
(1) Wool International must give to a registered equity holder who so requests a certificate stating the number of units of equity held by the equity holder on the day on which the certificate is given.
(2) The certificate is prima facie evidence of the matters stated in it.
Part 4B—Distribution of money of Wool International among registered equity holders
22N Object of Part
The object of this Part is to provide for the distribution of surplus money of Wool International among registered equity holders.
22O Distribution of money of Wool International
(1) Money not required by Wool International for any other expenditure authorised by this Act is to be distributed among registered equity holders in accordance with this Part.
(2) Wool International must distribute the money as follows:
(a) a first distribution is to be carried out before 1 January 1998;
(b) one, or more than one, interim distribution is to be carried out after the repayment of the accumulated debt;
(c) a final distribution is to be carried out after the disposal of the wool stockpile.
(3) Wool International must, with the approval of the Minister and after consultation with the Wool Council of Australia, determine in writing the number of interim distributions to be carried out.
22P Amount available for first distribution
(1) The amount available for the first distribution is so much of the money standing to the credit of Wool International at the close of business on 30 June 1997 as was derived from the income and payments that were required to be separately accounted for under section 51 as then in force.
(2) The amount referred to in subsection (1) is taken, for the purposes of section 22F, to become available for distribution on 1 September 1997.
22Q Amount available for any other distribution
(1) The amount available for an interim distribution or for the final distribution is so much of the money standing to the credit of Wool International as is determined by Wool International, by notice published in the Gazette, to be available for that distribution.
(2) Wool International may not make a determination under subsection (1) without first obtaining the approval of the Minister.
(3) The amount referred to in subsection (1) in relation to a distribution is taken, for the purposes of section 22F, to become available for distribution on the day on which the determination made under that subsection in relation to that distribution is notified in the Gazette.
22R How money is to be distributed
(1) Wool International is to distribute the money available for each distribution in accordance with this section.
(2) The money is to be distributed as soon as practicable after the operative day for the distribution.
Note: For operative day see subsection (5).
(3) Subject to subsection (4), a registered equity holder is to be paid, in respect of each unit of equity in Wool International held by him or her, the amount that the equity holder is entitled to receive under section 22G.
(4) If:
(a) any units of equity in Wool International held by the registered equity holder are the subject of a charge, or more than one charge, redeemable from money payable to the equity holder out of the distribution; and
(b) the equity holder has authorised Wool International to make payments under this subsection;
the following provisions apply:
(c) if the units of equity are the subject of only one charge—Wool International must pay to the beneficiary under the charge so much of the amount that the equity holder is entitled to receive from the distribution (the equity holder’s entitlement) as does not exceed the amount of the debt secured by the charge;
(d) if any of the units of equity are the subject of more than one charge—Wool International must pay to the beneficiary under each charge so much of the amount available from the equity holder’s entitlement to meet the debt secured by that charge (having regard to the order of priority of the charges) as does not exceed the amount of the debt;
(e) in either case—Wool International must pay the balance (if any) of the equity holder’s entitlement to the equity holder.
(5) In this section:
operative day means:
(a) in relation to the first distribution—1 September 1997; or
(b) in relation to any other distribution—the day on which the determination made under section 22Q in relation to the distribution was notified in the Gazette.
22S Particulars to be notified to registered equity holders etc.
(1) Wool International must give to each registered equity holder a written notice that sets out the following in respect of each distribution:
(a) the total amount available for the distribution;
(b) the total amount that the equity holder is entitled to receive from the distribution;
(c) if subsection 22R(4) applies to any units of equity in Wool International held by the equity holder—the amount payable under paragraph 22R(4)(c) or (d) to the beneficiary, or each beneficiary, under a charge on those units (as the case may be).
(2) Wool International must give to each beneficiary (if any) under a charge on any units of equity in Wool International a written notice that sets out the following in respect of each distribution:
(a) the total amount available for the distribution;
(b) the total amount that the registered holder of those units is entitled to receive from the distribution;
(c) the amount payable to the beneficiary under paragraph 22R(4)(c) or (d).
Part 4C—Units of equity held by Chief Executive
22T Object of Part
This Part sets out how the Chief Executive is to deal with the units of equity in Wool International allocated to him or her.
22U Chief Executive’s dealings with units of equity
(1) The Chief Executive holds on trust each lot of units of equity in Wool International allocated (under subsection 22D(3)) to him or her in respect of a putative equity holder until the persons to whom those units are to be transferred have been ascertained under this section.
(2) Subject to this section, the Chief Executive must, in respect of each lot of units of equity in Wool International referred to in subsection (1), determine in writing:
(a) the persons to whom those units are to be transferred; and
(b) the number of units that each of those persons is entitled to receive.
Note: For the transfer of those units see section 22H.
(3) Units of equity in Wool International that have been allocated to the Chief Executive in respect of a putative equity holder who was an individual may only be transferred:
(a) if there are former creditors of the individual whose claims were not fully satisfied from the individual’s estate:
(i) to those creditors; and
(ii) if the number of units allocated to the Chief Executive in respect of the individual exceed the number of units that need to be transferred to those creditors in satisfaction of their claims—to the beneficiaries of the individual’s estate; or
(b) if paragraph (a) does not apply—to the beneficiaries of the individual’s estate.
(4) Units of equity in Wool International that have been allocated to the Chief Executive in respect of a putative equity holder that was a company may only be transferred:
(a) if there are former creditors of the company whose claims were not fully satisfied from the assets of the company at the time of its winding up:
(i) to those creditors; and
(ii) if the number of units allocated to the Chief Executive in respect of the company exceed the number of units that need to be transferred to those creditors in satisfaction of their claims—to the former shareholders of the company; or
(b) if paragraph (a) does not apply—to the former shareholders of the company.
(5) In making a determination under subsection (2), the Chief Executive must comply with the guidelines determined by the Minister under section 22V.
22V Minister to determine guidelines
(1) The Minister must, after consultation with Wool International, determine in writing guidelines for the proper exercise of the Chief Executive’s duties under subsection 22U(2).
(2) A determination under subsection (1) is a disallowable instrument for the purposes of section 46A of the Acts Interpretation Act 1901.
Part 4D—Distribution of money paid to Chief Executive
22W Object of Part
This Part sets out how the Chief Executive is to deal with the money that he or she receives from the distributions under Part 4B.
22X Money to be held on trust
The Chief Executive holds any money (trust money) paid to him or her under Part 4B on trust in accordance with, and for the purposes of, this Part.
22Y Money to be invested
The Chief Executive may invest any trust money not immediately required for the purposes of this section:
(a) in securities of, or guaranteed by, the Commonwealth or a State; or
(b) on deposit with a bank; or
(c) in any other way that is consistent with sound commercial practice.
Any income derived from the investments is to be paid to Wool International.
22Z To whom money may be paid
If:
(a) money has been paid to the Chief Executive under Part 4B in respect of the units of equity in Wool International allocated to him or her in respect of a putative equity holder; and
(b) any or all of those units are subsequently transferred to a person under subsection 22H(2);
the Chief Executive must pay to the person, out of the trust money, the amount that was paid to the Chief Executive in respect of the units of equity transferred to the person.
22ZA Balance of money to be paid to Wool International
If, one month after the final distribution under Part 4B, there is a balance of trust money remaining to the credit of the Chief Executive (because it was not possible to transfer, in accordance with subsection 22H(2), all the units of equity in Wool International allocated to the Chief Executive in respect of putative equity holders), the Chief Executive must pay the amount of the balance to Wool International.
Part 4E—Other functions of Wool International
22ZB Provision of information about lending institutions
Wool International must, before 31 December 1997:
(a) invite financial institutions to submit to Wool International information relating to the terms and conditions subject to which they would offer a loan to a wool-tax payer on the security of the units of equity in Wool International held by the wool-tax payer; and
(b) assess, on the basis of the information received as a result of that invitation, which financial institution has offered to make loans to wool-tax payers on the terms and conditions that, in the opinion of Wool International, are the most advantageous to wool-tax payers; and
(c) inform wool-tax payers of the terms and conditions subject to which they may obtain loans from that institution on the security of the units of equity in Wool International that they hold.
22ZC Provision of services relating to the establishment of an investment vehicle for wool-tax payers
(1) As soon as practicable after the commencement of this section, Wool International must conduct a feasibility study relating to the establishment of an entity:
(a) whose objects would include the carrying on of activities relating to trading in any wool (whether or not the wool exists) for the purposes specified in subsection 8(2); and
(b) in which wool-tax payers could invest.
(2) If the study conducted under subsection (1) so warrants, Wool International must:
(a) with the approval of the Minister, do everything that it considers necessary to facilitate the establishment of a unit trust:
(i) that has as its purpose the investment of funds in an entity of the kind referred to in paragraph (a); and
(ii) whose units will be offered for subscription in priority to wool-tax payers; and
(b) provide an information service to wool-tax payers regarding investment in the trust.
(3) Without limiting subsection 9(1), Wool International may, in the exercise of its function under paragraph (2)(a), do any of the following:
(a) identify persons who could be the fund manager or trustee of the trust;
(b) arrange for, and have discussions with the parties concerned about, the drafting of the trust deed;
(c) if the offer of units in the trust is to be underwritten—identify potential underwriters.
(4) This section ceases to have effect at the end of 30 June 1998.
22ZD Wool International to bear costs relating to establishment of unit trust etc.
In addition to meeting the expenses incurred in performing its functions under section 22ZC, Wool International may, subject to section 22ZE:
(a) pay all the costs relating to the establishment of the unit trust; and
(b) agree that, should the issue of units in the trust be cancelled, it would indemnify the fund manager and the trustee of the trust for all the costs incurred by them and arising out of the cancellation.
22ZE Limit on expenses etc. of Wool International
Wool International may not spend more than $1 million in meeting:
(a) expenses incurred in performing its functions under section 22ZC; and
(b) payments authorised by section 22ZD.
22ZF Wool International to provide certain services
(1) Wool International must, to the extent that it considers necessary, provide the following services to the Australian wool industry:
(a) a market reporting service;
(b) an education program in forward marketing.
(2) This section ceases to have effect at the end of 30 June 1998.
13 At the end of paragraph 49(b)
Add “and”.
14 After paragraph 49(b)
Insert:
(ba) in making payments under Part 4B; and
(bb) in payment of the expenses incurred by the Chief Executive in performing his or her duties under Parts 4C and 4D; and
Part 2—Amendments relating to the members of Wool International
15 Paragraph 23(1)(d)
Omit “8”, substitute “2”.
16 Subsection 23(2)
Repeal the subsection, substitute:
(2) The members referred to in paragraph (1)(d) must be persons who have qualifications relevant to, or experience in, at least one of the following fields:
(a) wool production;
(b) administration and disposal of assets;
(c) business management.
17 Subsection 29(2)
Omit “3”, substitute “2”.
18 Subsection 29(3)
Omit “6”, substitute “3”.
19 Transitional
(1) A person who, immediately before the commencement of this Part, was a member of Wool International referred to in paragraph 23(1)(d) of the Wool International Act 1993 as then in force:
(a) ceases, on the commencement of this Part, to be a member of Wool International; but
(b) is eligible for re-appointment.
(2) Despite subsection 23(4) of the Wool International Act 1993, the 2 members referred to in paragraph 23(1)(d) of that Act who are first appointed after the commencement of this Part are not to be persons nominated by a selection committee constituted under that Act. In appointing them, the Minister must, however, consult with the members of Wool International referred to in paragraphs 23(1)(a), (b) and (c) of that Act.
Part 3—Miscellaneous amendments
20 Subsections 2(3) and (4)
Repeal the subsections.
21 Section 49
Omit “Subject to section 49A, money”, substitute “Money”.
22 Section 49A
Repeal the section.
23 Section 51
Repeal the section.
24 Sections 68, 69, 70 and 71
Repeal the sections.
25 At the end of Part 9
Add:
73 Final acts of Wool International
(1) When, after:
(a) Wool International has carried out the distributions under Part 4B; and
(b) the Chief Executive has discharged his or her duties under Part 4D;
Wool International is satisfied that all its obligations and liabilities have been discharged and that no money is due and payable to it, Wool International:
(c) must notify the Minister in writing that it is so satisfied; and
(d) if the Minister so requests—must give to the Minister a written report of its operations since the beginning of the current financial year, together with statements in a form approved by the Minister for Finance for the period covered by the report; and
(e) if there is any money that remains standing to its credit, must:
(i) prepare, after consultation with the Wool Council of Australia, a scheme for distributing that money in an equitable manner to such persons as it thinks appropriate; and
(ii) give details of the scheme to the Minister.
(2) If the Minister approves the scheme prepared under paragraph (1)(e), Wool International must, as soon as practicable, distribute the money in accordance with the scheme.
(3) Section 67 applies to the report and financial statements referred to in paragraph (1)(d) as if they were respectively an annual report and financial statements submitted together with that report under subsection 67(1).
74 Repeal of Act
(1) If the Minister:
(a) is satisfied that Wool International has discharged all its obligations and liabilities and that no money is due and payable to it; and
(b) is also satisfied that:
(i) there is no money standing to its credit; or
(ii) that any money standing to its credit after all its obligations and liabilities had been discharged has been distributed in the manner approved by the Minister;
the Minister must, by notice published in the Gazette, give a certificate to that effect.
(2) This Act is repealed on the day on which the notice is published in the Gazette.
26 Parts 10, 11 and 12
Repeal the Parts.
[Minister’s second reading speech made in—
House of Representatives on 28 May 1997
Senate on 19 June 1997]