State Financial Institutions and Metway Merger Facilitation Regulation 1996
State Financial Institutions and Metway Merger Facilitation
Regulation 1996
QueenslandStateFinancialInstitutionsandMetwayMergerFacilitationAct1996StateFinancialInstitutionsandMetwayMergerFacilitationRegulation1996Reprinted as in force on 6 March
1998Reprint No. 2This reprint is
prepared bythe Office of the Queensland Parliamentary
CounselWarning—This reprint is not an authorised
copyNOT FURTHER AMENDEDLAST REPRINT
BEFORE REPEALSee SIA s 54
Information about this reprintThis
regulation is reprinted as at 6 March 1998.The
reprint—•shows the law as amended by all
amendments that commenced on or before that day(Reprints Act
1992 s 5(c))•incorporatesallnecessaryconsequentialamendments,whetherofpunctuation,numbering or
another kind (Reprints Act 1992 s 5(d)).The reprint
includes a reference to the law by which each amendment was
made—see listof legislation and list of annotations in
endnotes. Also see list of legislation for anyuncommenced
amendments.Minor editorial changes allowed under the
provisions of the Reprints Act 1992 have alsobeen made to use
aspects of format and printing style consistent with current
draftingpractice (s 35).This page is
specific to this reprint. See previous reprints for information
about earlierchanges made under the Reprints Act 1992. A
table of reprints is included in the endnotes.Also see endnotes
for information about—•when provisions
commenced•editorial changes made in earlier
reprints.Dates shown on reprintsReprints dated at
last amendmentAll reprints produced on or after 1 July
2002, hardcopy and electronic, are dated as at the last
date of amendment. Previously reprints weredated as at the
date of publication. If a hard copy reprint is dated earlier than
an electronicversion published before 1 July 2002, it
means the legislation was not further amendedand the reprint
date is the commencement of the last amendment.If the date of a
hard copy reprint is the same as the date shown for an electronic
versionpreviously published, it merely means that
the electronic version was published before thehard copy version.
Also, any revised edition of the previously published electronic
versionwill have the same date as that
version.Replacement reprint dateIf the date of a
hard copy reprint is the same as the date shownon another hard
copy reprint it means that one is the replacement of the
other.
s13s3State
Financial Institutions and Metway MergerFacilitation
Regulation 1996State Financial Institutions and Metway
MergerFacilitation Regulation 1996[as
amended by all amendments that commenced on or before 6 March
1998]Part 1Preliminary1Short
titleThisregulationmaybecitedastheStateFinancialInstitutions and Metway Merger Facilitation
Regulation 1996.2CommencementThis regulation
commences immediately after SBS becomesregistered under
the Corporations Law, part 2.2, division 3.2ADefinitionIn part 4A and
section 14—appointed daymeans the day
notified by a Treasurer’s gazettenotice as the
appointed day.3Notice by TreasurerThe
Treasurer must, by gazette notice, notify the day on whichSBS
becomes registered under the Corporations Law, part 2.2,division 3.11Gazette notice published 25 October
1996, p 761 notifies 30 September 1996 as theday SBS became
registered.
s44s5State
Financial Institutions and Metway MergerFacilitation
Regulation 1996Part 2Application of
FinancialInstitutions (Queensland) Code4Pt 4, div 3, subdiv 3 of Act has
effect—Act, s 42(1)Part 4, division 3, subdivision 3 of
the Act has effect until aregulation under the Act declares that
it stops having effect.(2)On 20 December
1996, part 4, division 3, subdivision 3 of theAct stops having
effect.(3)This part expires 2 years after the
Metway amalgamation day.Part 3Transfer of
assets toQueensland Treasury Holdings5Transfer of certain shares to
Queensland TreasuryHoldings(1)ThissectionappliestoallsharesinBankofQueenslandLimited (A.C.N.
009 656 740) that are beneficially owned bySuncorp General
Insurance Limited (A.C.N. 075 695 966) atthe commencement
of this section.2(2)The shares are
transferred to Queensland Treasury HoldingsPty Ltd (A.C.N.
011 027 295).3(3)Theconsiderationpayableforeachsharetransferredundersubsection (2) is the average market price
per share (weightedby reference to volume) of fully paid
ordinary shares in BankofQueenslandLimitedtradedontheAustralianStockExchangeLimitedduringthe5tradingdaysendingimmediately
before this section commenced.2Suncorp Insurance and Finance was registered
under the Corporations Law, part 2.2,division 3 on 3
October 1996 and on registration its name was changed to
SuncorpGeneral Insurance Limited.3QueenslandTreasuryHoldingsPtyLtdisagovernmententityundertheGovernment Owned Corporations Act
1993.
s65s7State
Financial Institutions and Metway MergerFacilitation
Regulation 19966Transfer of objection proceeds to
Queensland TreasuryHoldings(1)TheobjectionproceedsaretransferredtoQueenslandTreasury Holdings
Pty Ltd.4(2)In this
section—assessmentmeanstheassessmentmadeinrespectofthetaxpayer’s income under theIncome Tax Assessment Act 1936(Cwlth), section 166A for the year of income
ended 30 June1994, in respect of the receipt of payments
made under theBuilding Societies Fund Act 1993in
the year of income.incometaxobjectionmeanstheobjectiondated4October1995andmadebythetaxpayerundertheIncomeTaxAssessmentAct1936(Cwlth),section175Aagainsttheassessment.objectionproceedsmeansanyentitlementtoarefundofincometax,andanyinterest,arisingfromtheincometaxobjection.taxpayermeansSuncorpBuildingSocietyLimited(nowSuncorp Holdings Limited (A.C.N. 075 679
033).Part 4Transfer of
assets to QTC7Definitions for pt 4In
this part—equityparticipantsmeansQIDCLimited(A.C.N.075437544),5NipponSteelAustraliaInvestmentLimited(A.C.N.002
273 618) and Allco Equipment Investments Pty Limited(A.C.N. 060 174 469).4QueenslandTreasuryHoldingsPtyLtdisagovernmententityundertheGovernment Owned Corporations Act
1993.5On 30 September
1996, QIDC was registered under the Corporations Law, part
2.2,division 3 and on registration its name was
changed to QIDC Limited.
s76s7State
Financial Institutions and Metway MergerFacilitation
Regulation 1996Equity Participants Agreementmeans
the agreement by thatnamedated13January1994andmadebetweentheequityparticipants,thenomineeandAllcoEquipmentFinanceLimited(A.C.N.008652159)(themanagerofthepartnership).leasemeanstheleaseofcertainequipmentbetweenthenominee as lessor and WMQ and SCD as lessees
entered intounderanoffertoleasedated13January1994fromthenominee to WMQ
and SCD.nomineemeans Allco
Mining Finance Limited (A.C.N. 054631 926).partnershipmeanstheNorthGoonyellaNo.1LeasingPartnership constituted between the equity
participants underthe Equity Participants Agreement.QIDC
North Goonyella assets and liabilitiesmeans all
QIDCLimited’s assets and liabilities comprising,
or arising out of orinrespectof,theinterestofQIDCLimited(includinganyinterest held through the nominee)
in—(a)the partnership; and(b)the regulated documents; and(c)thepartnershipassets(asdefinedintheEquityParticipants
Agreement).QTCmeans Queensland Treasury
Corporation.6regulated documentsmeans—(a)the
transaction (equipment lease) documents; and(b)anysideletter,sideagreement,schedule,printout,orother
document or agreement, contemplated by, requiredinconnectionwithorenteredinto,madeorproducedunderorinconnectionwith,anyofthetransaction(equipment lease)
documents; and(c)any document or agreement entered into
for the purposeofamendingornovatinganydocumentoragreementmentioned in
paragraph (b); and6QTC is a government entity under
theGovernment Owned Corporations Act
1993.
s87s9State
Financial Institutions and Metway MergerFacilitation
Regulation 1996(d)anylegalorotheropinion,certificate,approvalordocumentgivenbyanypersoninconnectionwithanything mentioned in paragraphs (a) to
(c).SCDmeans Sumisho Coal Development Pty
Limited (A.C.N.009 930 769).transaction(equipmentlease)documentshasthemeaninggiven in the
lease.WMQmeans White Mining (Qld) Pty Limited
(A.C.N. 008664 257).8Transfer of certain assets and liabilities
to QTC(1)TheQIDCNorthGoonyellaassetsandliabilitiesatthecommencement of this part are
transferred to QTC.7(2)Theconsiderationforthetransferoftheassetsistheassumption by QTC of the
liabilities.9Transfer of certain indemnity
liabilities to QTC(1)In this section—indemnitymeans
an indemnity given by QIDC Limited undera regulated
document, if the indemnity is intended—(a)tocontinuetohaveeffectdespiteatransferbyQIDCLimited of QIDC North Goonyella assets
and liabilities;or(b)tocommencetohaveeffectbecauseofatransferbyQIDCLimitedofQIDCNorthGoonyellaassetsandliabilities.indemnityliabilitiesmeansany
liabilitiesofQIDCLimitedunder
an indemnity.(2)For the purpose of any indemnity, QIDC
Limited is taken tohavetransferredtheQIDCNorthGoonyellaassetsandliabilities to QTC.7Seesection77and84oftheActforprovisionsaboutassetsandliabilitiestransferred.
s
108s 10State Financial
Institutions and Metway MergerFacilitation
Regulation 1996(3)The indemnity liabilities are
transferred to QTC immediatelyafterthetransferofQIDCNorthGoonyellaassetsandliabilities under section 8 has
effect.10Transitional arrangements(1)On and from the commencement of this
part, in a documentrelating to any QIDC North Goonyella assets
and liabilities—(a)areferencetoQIDC(whetherasQIDC,QueenslandIndustryDevelopmentCorporation,asanequityparticipant or in
another way) is taken to be a referenceto QTC, if the
context permits; and(b)areferencetoQIDC’scorporatestatus,andtheActunder which it
was established, is taken to be a referencetoQTC’scorporatestatus,andtheActunderwhichQTC was
established; and(b)the address for service of QTC is
taken to be Level 14,61MaryStreet,Brisbane4000(Facsimile0732214122) [Attention: Director, Corporate
Services].(2)Theleaseistakentobeamendedinthewaystatedintheschedule.
s
10A9State Financial Institutions and Metway
MergerFacilitation Regulation 1996s
10CPart 4AConsequences of
transfer ofcertain assets and liabilities ofQIDC
Limited (or a related bodycorporate) to Suncorp–MetwayLtd10AApplication of pt
4AThispartappliestoanassetorliabilityofQIDCLimited(ACN075437544),8orarelatedbodycorporateofQIDCLimited, transferred to Suncorp-Metway
Ltd (ACN 010 831722)9ontheappointeddayunderaschemeofarrangementunder the
Corporations Law, part 5.1.10BRelationship
between customers of QIDC Limited andSuncorp-Metway
LtdThe relationship existing between QIDC
Limited and a person(includingacustomerofQIDCLimited)inrelationtotheassetorliabilityimmediatelybeforetheappointeddaycontinuesbetweenSuncorp-MetwayLtdandthepersononand from the appointed day and gives
rise to the same rights(including rights of set-off) and the
same liabilities as wouldhave arisen if there had been no
transfer.10CInstructions to or by QIDC Limited and
information aboutcustomers(1)An
instruction, order, mandate, authority or notice given to orby
QIDC Limited before the appointed day is, so far as it isreferable to the asset or liability, taken
to have been given toor by Suncorp-Metway Ltd.(2)Suncorp-Metway Ltd is entitled to
possession of, and use ofinformationcontainedin,alldocumentstowhichQIDC8On 30 September 1996, QIDC was
registered under the Corporations Law, part 2.2,division3andonregistrationitsnamewaschangedtoQIDCLimited.QIDCLimited was an SFI under the
Act.9On 6 May 1997, Metway changed its name
to Suncorp-Metway Ltd.
s
1110s 12State Financial
Institutions and Metway MergerFacilitation
Regulation 1996Limitedwasentitledimmediatelybeforetheappointeddaythat
are referable to the asset or liability.Part 5Exemption from State tax11Exemptions for domestic equities(1)For section 76(2) of the Act, it is
declared that State tax is notpayableinrelationtothetransfertoSuncorpGeneralInvestmentsLimited(A.C.N.073979496)on2December1996 of domestic
equities held by Suncorp General InsuranceLimited10(A.C.N. 075 695 966) on the Metway
amalgamationday.(2)In subsection
(1)—domestic equitiesmeans securities
(within the meaning of theCorporations Law, section 92) and
futures contracts (withinthe meaning of the Corporations Law,
section 72).12Exemption for securities(1)For section 76(2) of the Act, it is
declared that State tax is notpayableinrelationtothetransferofsecuritiestoPerpetualTrusteeCompanyLimited(A.C.N.000001007)aftertheMetwayamalgamationday,ifthesecuritieswereheldbyMetwayCorporationLimited(A.C.N.010750624)immediately
before the Metway amalgamation day.(2)In
subsection (1)—securitiesmeanssecuritieswithinthemeaningoftheCorporations Law, section 92.10Suncorp Insurance and Finance was
registered under the Corporations Law, part 2.2,division 3 on 3 October 1996 and on
registration its name was changed to SuncorpGeneral Insurance
Limited.Suncorp Insurance and Finance was an SFI
under the Act.
s
1311s 14State Financial
Institutions and Metway MergerFacilitation
Regulation 199613Exemption for MCL and SIP
securities(1)For section 76(2) of the Act, it is
declared that State tax is notpayable in
relation to the transfer of securities in MCL andSIP,heldbyMetwayattheMetwayamalgamationday,toSuncorpLifeandSuperannuationLimited(A.C.N.073979530) on 1 January 1998.(2)In subsection (1)—MCLmeans
Metway Corporation Limited (A.C.N. 010 750624).securitiesmeanssecuritieswithinthemeaningoftheCorporations Law, section 92.SIPmeans SIP Super Pty Ltd (A.C.N. 064
490 795).14Exemptions for QIDC’s Queensland based
assets andliabilities(1)For
section 76(2) of the Act, it is declared that State tax is
notpayableinrelationtothetransfertoSuncorp-MetwayLtd(ACN
010 831 722)11of QIDC’s Queensland based assets
andliabilities.(2)In
subsection (1)—QIDC’sQueenslandbasedassetsandliabilitiesmeanstheassets and liabilities held, at the
Metway amalgamation day,byQIDCLimited(ACN075437544),12orarelatedbodycorporateofQIDCLimited,andtransferredtoSuncorp-Metway Ltd on the appointed day
under a scheme ofarrangement under the Corporations Law, part
5.1.11On 6 May 1997, Metway changed its name
to Suncorp-Metway Ltd.12On 30 September
1996, QIDC was registered under the Corporations Law, part
2.2,division3andonregistrationitsnamewaschangedtoQIDCLimited.QIDCLimited was an SFI under the
Act.
12State Financial Institutions and Metway
MergerFacilitation Regulation 1996ScheduleAmendment of
leasesection 10(2)1Lease, clause 1.11—omit,
insert—‘1.11 References
to QTC as taxpayer(a)The Lessee acknowledges that until
such time, if any, asQTC becomes subject to the Tax Act,
the assumptionsset out in clause 8.2(b) shall be applied
and construed asifallreferencesinrelationtoQTC(asanEquityParticipant) to
the Tax Act, a provision of the Tax Act ortotherightsandobligationsofQTC(asanEquityParticipant)undertheTaxAct(including,withoutlimitation, all references to allowances and
deductionsofQTC(asanEquityParticipant),totheassessableincomeofQTC(asanEquityParticipant),tothepaymentoftaxinstalmentsofQTC(asanEquityParticipant),totheincometaxyearofQTC(asanEquity
Participant) and to tax penalties or additional taximposedonQTC(asanEquityParticipant))werereferencestothebases(beingthosebaseswhichcorrespond to the
bases which would apply were QTC apubliccompanysubjecttotaxunderlawsoftheCommonwealthofAustralia(includingtheTaxAct))upon
which an amount in lieu of tax in respect of certainofQTC’sprofitmakingactivitiesandoperations(theAmount) is determined,
in accordance with the regimein respect of tax
equivalent amounts under which QTCoperates(byarrangementbetweentheQueenslandGovernment and
the Commonwealth Government).(b)However,norecalculationshallbemadeunderclause8.3 (nor under
clause 7.2 of the Facility Agreement, norunderanyotherTransaction(EquipmentLease)Document) nor
will clauses 8.4 to 8.6 apply, such thatthe Lessee (or
any other relevant party to a Transaction(EquipmentLease)Document)wouldbeeither
13State Financial Institutions and Metway
MergerFacilitation Regulation 1996Schedule (continued)advantaged or
prejudiced by reason of QTC not beingsubjecttotheTaxAct,totheintentthatitistobeassumed that the Amount is calculated
in the same wayas if QTC were a public company subject to
tax underlaws of the Commonwealth of
Australia.(c)AcertificatesignedbyanofficerhavingauthorityonbehalfofQTCastoanAmountandthebasesuponwhich
such Amount was calculated shall in the absenceofmanifesterrorbeprimafacieevidenceofthatAmount and of the bases upon which
such Amount wascalculated.’
14State Financial Institutions and Metway
MergerFacilitation Regulation 1996Endnotes1Index to endnotesPage2Date to which amendments incorporated
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
.143Key . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . .144Table of reprints
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . .155List
of legislation . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . .156List of annotations . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . .162Date to which amendments
incorporatedThis is the reprint date mentioned in the
Reprints Act 1992, section 5(c). Accordingly, thisreprint includes all amendments that
commenced operation on or before 6 March 1998.Future amendments
of the State Financial Institutions and Metway Merger
FacilitationRegulation 1996 may be made in accordance
with this reprint under the Reprints Act1992, section
49.3KeyKey to
abbreviations in list of legislation and annotationsKeyAIAamdamdtchdefdivexpgazhdginslapnotfdo in comorigpparaprecpresprevExplanation=Acts
Interpretation Act 1954=amended=amendment=chapter=definition=division=expires/expired=gazette=heading=inserted=lapsed=notified=order
in council=omitted=original=page=paragraph=preceding=present=previousKey(prev)procprovptpubdR[X]RArelocrenumrep(retro)rvsschsdivSIASIRSLsubunnumExplanation=previously=proclamation=provision=part=published=Reprint No.[X]=Reprints Act 1992=relocated=renumbered=repealed=retrospectively=revised edition=section=schedule=subdivision=Statutory Instruments Act 1992=Statutory Instruments Regulation
2002=subordinate legislation=substituted=unnumbered
15State Financial Institutions and Metway
MergerFacilitation Regulation 19964Table of reprintsReprints are
issued for both future and past effective dates. For the most
up-to-date tableof reprints, see the reprint with the latest
effective date.Ifareprintnumberincludesaletterofthealphabet,thereprintwasreleasedinunauthorised, electronic form only.ReprintNo.11A1B2Amendments to1996 SL No.
2791996 SL No. 4371997 SL No.
3611998 SL No. 31Effective17
October 199620 December 199631 October
19976 March 1998Reprint
date1 November 19969 May 199726
November 19976 March 19985List
of legislationState Financial Institutions and Metway
Merger Facilitation Regulation 1996 SL No.259made
by the Governor in Council on 26 September 1996notfd gaz 27
September 1996 pp 347–9ss 1–2 commenced on date of
notificationremainingprovisionscommenced30September1996(immediatelyafterSBSbecame registered under the
Corporations Law, pt 2.2, div 3 (see s 2 and gaz pubd25
October 1996 p 761))exp 1September 2007 (see SIA s 54)Note—The expiry date may have changed since
this reprint was published. See thelatest reprint of
the SIR for any change.amending legislation—State
Financial Institutions and Metway Merger Facilitation Amendment
Regulation1996 SL No. 279notfd gaz 17
October 1996 pp 559–60commenced on date of
notificationState Financial Institutions and Metway
Merger Facilitation Amendment Regulation(No. 2) 1996 SL
No. 345notfd gaz 22 November 1996 pp 1155–7commenced on date of notificationState
Financial Institutions and Metway Merger Facilitation Amendment
Regulation(No. 3) 1996 SL No. 359notfd gaz 29
November 1996 pp 1261–3commenced on date of
notificationState Financial Institutions and Metway
Merger Facilitation Amendment Regulation(No. 4) 1996 SL
No. 437notfd gaz 20 December 1996 pp 1588–98commenced on date of
notification
16State Financial Institutions and Metway
MergerFacilitation Regulation 1996State
Financial Institutions and Metway Merger Facilitation Amendment
Regulation(No. 1) 1997 SL No. 361notfd gaz 31
October 1997 pp 882–4commenced on date of
notificationState Financial Institutions and Metway
Merger Facilitation Amendment Regulation(No. 1) 1998 SL
No. 10notfd gaz 13 February 1998 pp 585–6commenced on date of notificationState
Financial Institutions and Metway Merger Facilitation Amendment
Regulation(No. 2) 1998 SL No. 31notfd gaz 6 March
1998 pp 1032–33commenced on date of notification6List of annotationsDefinitions 2Ains
1998 SL No. 31 s 3PART2—APPLICATIONOFFINANCIALINSTITUTIONS(QUEENSLAND)CODEpt
hdgexp 1 December 1998 (see s 4(3) as ins 1996
SL No. 437 s 3 and notice pubdgaz 29 November
1996 p 1257)Pt 4, div 3, subdiv 3 of Act has effect—Act,
s 42s 4amd 1996 SL No. 437 s 3exp 1
December 1998 (see s 4(3) as ins 1996 SL No.437 s 3 and notice
pubdgaz 29 November 1996 p 1257)PART
3—TRANSFER OF ASSETS TO QUEENSLAND TREASURY HOLDINGSpt
hdgins 1996 SL No. 279 s 3sub 1996 SL No.
345 s 3Transfer of certain shares to Queensland
Treasury Holdingsprov hdgsub 1996 SL No.
345 s 4s 5ins 1996 SL No. 279 s 3Transfer of objection proceeds to Queensland
Treasury Holdingss 6ins 1996 SL No. 345 s 5PART
4—TRANSFER OF ASSETS TO QTCpt hdgins 1996 SL No.
345 s 5Definitions for pt 4s 7ins
1996 SL No. 345 s 5Transfer of certain assets and liabilities to
QTCs 8ins 1996 SL No. 345 s 5Transfer of certain indemnity liabilities to
QTCs 9ins 1996 SL No. 345 s 5