{"id":"C2004A00431","name":"Wool International Privatisation Act 1999","slug":"wool-international-privatisation-act-1999","collection":"act","jurisdiction":"commonwealth","status":"repealed","isInForce":false,"actNumber":"40 of 1999","makingDate":null,"administeringDepartment":null,"currentVersion":{"id":6051,"registerId":"commonwealth-C2004A00431-current","compilationNumber":null,"startDate":"2026-03-30","status":"Repealed","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"Part 1","sectionType":"part","heading":"Preliminary","content":"## Part 1—Preliminary","sortOrder":0},{"sectionNumber":"1","sectionType":"section","heading":"Short title","content":"#### 1 Short title\n\n  This Act may be cited as the Wool International Privatisation Act 1999.","sortOrder":1},{"sectionNumber":"2","sectionType":"section","heading":"Commencement","content":"#### 2 Commencement\n\n  (1) Subject to this section, this Act commences on the day on which it receives the Royal Assent.\n  (2) Schedule 2 commences on a day to be fixed by Proclamation. However, if Schedule 2 does not commence by Proclamation within the period of 6 months beginning on the day on which this Act receives the Royal Assent, then Schedule 2 commences on the first day after the end of that period.","sortOrder":2},{"sectionNumber":"4","sectionType":"section","heading":"Crown to be bound","content":"#### 4 Crown to be bound\n\n  This Act binds the Crown in right of the Commonwealth, of each of the States, of the Australian Capital Territory, of the Northern Territory and of Norfolk Island.","sortOrder":3},{"sectionNumber":"5","sectionType":"section","heading":"External Territories","content":"#### 5 External Territories\n\n  This Act extends to all the external Territories.","sortOrder":4},{"sectionNumber":"6","sectionType":"section","heading":"Extraterritorial operation","content":"#### 6 Extraterritorial operation\n\n  This Act extends to acts, omissions, matters and things outside Australia, whether or not in a foreign country.","sortOrder":5},{"sectionNumber":"Part 2","sectionType":"part","heading":"Privatisation of Wool International","content":"An Act to privatise Wool International, and for related purposes\n\n## Part 1—Preliminary\n\n#### 1 Short title\n\n  This Act may be cited as the Wool International Privatisation Act 1999.\n\n#### 2 Commencement\n\n  (1) Subject to this section, this Act commences on the day on which it receives the Royal Assent.\n  (2) Schedule 2 commences on a day to be fixed by Proclamation. However, if Schedule 2 does not commence by Proclamation within the period of 6 months beginning on the day on which this Act receives the Royal Assent, then Schedule 2 commences on the first day after the end of that period.\n\n#### 4 Crown to be bound\n\n  This Act binds the Crown in right of the Commonwealth, of each of the States, of the Australian Capital Territory, of the Northern Territory and of Norfolk Island.\n\n#### 5 External Territories\n\n  This Act extends to all the external Territories.\n\n#### 6 Extraterritorial operation\n\n  This Act extends to acts, omissions, matters and things outside Australia, whether or not in a foreign country.\n\n## Part 2—Privatisation of Wool International\n\n### Division 1—Interpretation\n\n#### 7 Definitions\n\n  (1) In this Part, unless the contrary intention appears:\n\n> 1936 Tax Act means the Income Tax Assessment Act 1936.\n\n> 1997 Tax Act means the Income Tax Assessment Act 1997.\n\n> ASIC means the Australian Securities and Investments Commission.\n\n> authorised trustee corporation means each of the bodies corporate listed in Schedule 9 to the Corporations Regulations in force from time to time.\n\n> commencing time means the beginning of the day on which this Act receives the Royal Assent.\n\n> conversion time means the beginning of 1 July 1999.\n\n> dividend includes any distribution made in respect of shares.\n\n> finalisation time means the end of one month after the final distribution under Part 4B of the Wool International Act.\n\n> income year has the same meaning as in the 1997 Tax Act.\n\n> instrument means:\n\n    (a) an Act or any instrument under an Act; or\n    (b) any other document.\n\n> person includes a partnership.\n\n> register means the register of equity holders referred to in section 22B of the Wool International Act.\n\n> tax loss has the same meaning as in the 1997 Tax Act.\n\n> TrusteeCo means the company nominated by the Minister under section 9.\n\n> unit means a unit of equity in Wool International, allocated under the Wool International Act.\n\n> Wool International Act means the Wool International Act 1993.\n\n> WoolStock Australia Limited means Wool International, after it is registered under the Corporations Law as mentioned in section 14.\n\n  (2) If an expression used in this Part is defined in the Wool International Act, then the expression has the meaning given by that Act.\n\n### Division 2—Preliminary matters\n\n#### 8 Application for registration under Part 5B.1 of the Corporations Law\n\n  (1) As soon as possible after the commencing time, Wool International must apply to ASIC under Part 5B.1 of the Corporations Law to register Wool International as a public company limited by shares.\n  (2) Wool International is hereby authorised to make the application.\n  (3) The application must be lodged with an office of ASIC in the Australian Capital Territory.\n  (4) The application must be accompanied by a copy of Wool International’s proposed constitution. The proposed constitution must first be approved in writing by the Minister.\n  (5) The following provisions of the Corporations Law do not apply in relation to the application:\n    (a) paragraphs 601BC(2)(e) and (l);\n    (b) subsection 601BC(4);\n    (c) paragraphs 601BC(6)(a), (d) and (e);\n    (d) paragraphs 601BC(8)(a) and (f).\n\n#### 9 Nomination of TrusteeCo to hold shares, units etc. on behalf of other persons\n\n  (1) Before the conversion time, the Minister must nominate a company (TrusteeCo) for the purposes of this section. The nomination must be in writing.\n  (2) TrusteeCo must be a company whose shares are all held by Wool International.\n  (3) After the conversion time, a reference in any instrument to the Chief Executive is to be treated as a reference to TrusteeCo, except where:\n    (a) the reference relates to matters occurring before the conversion time; or\n    (b) the context requires that the reference should continue to be treated as a reference to the Chief Executive.\n  (4) TrusteeCo must ensure that there is in force at all times between the conversion time and the finalisation time a deed under which:\n    (a) TrusteeCo authorises an authorised trustee corporation to exercise all rights, privileges and benefits vested in TrusteeCo by or under this Act or the Wool International Act; and\n    (b) TrusteeCo undertakes not to exercise those rights, privileges and benefits; and\n    (c) the authorised trustee corporation undertakes to perform all duties, liabilities and obligations (other than the obligation imposed by this subsection) vested in TrusteeCo by or under this Act or the Wool International Act.\n  (5) A deed under subsection (4) may relieve the authorised trustee corporation from liability except in the case of fraud, wilful default or neglect.\n  (6) All acts done by the authorised trustee corporation under the deed are taken to have been exercised or performed by TrusteeCo for the purposes of this Act (other than this section) and the Wool International Act.\n\n#### 10 Transfer of units etc. to TrusteeCo\n\n  (1) All units that are registered in the name of the Chief Executive immediately before the conversion time are taken to be registered, immediately before the conversion time, in the name of TrusteeCo. Wool International must accordingly change the entries in the register.\n  (2) Any property (including money) that is held by the Chief Executive under the Wool International Act immediately before the conversion time is transferred to TrusteeCo at the conversion time by force of this subsection.\n  (3) If, immediately before the conversion time, any units are shown in the register as being “unclaimed entitlements”, then those units are taken to be registered, immediately before the conversion time, in the name of TrusteeCo. Wool International must accordingly change the entries in the register.\n\n#### 11 Validation of number of units\n\n  The number of units shown in the register immediately before the commencing time is to be taken to be correct.\n\n#### 12 Certificates in respect of units continue to have effect\n\n  (1) Certificates that have been issued before the conversion time under section 22M of the Wool International Act continue to have effect after the conversion time.\n  (2) This section is enacted for the avoidance of doubt.\n\n#### 13 Share capital\n\n  From immediately before the conversion time, Wool International is to have a share capital of $349,403.18, divided into 349,403,180 shares.\n\n### Division 3—Conversion of Wool International into a company\n\n#### 14 Registration under Part 5B.1 of the Corporations Law\n\n  (1) At the conversion time, ASIC is taken to have registered Wool International under section 601BD of the Corporations Law:\n    (a) as a public company limited by shares; and\n    (b) with the name “WoolStock Australia Limited”.\n  (2) ASIC must issue a certificate and ACN under section 601BD of the Corporations Law in respect of the registration. The date of registration is to be the day on which the conversion time occurred.\n\n#### 15 Operation of the Corporations Act after conversion time\n\n  Nothing in this Part prevents any of the following, after the conversion time:\n    (a) a variation of the share capital of WoolStock Australia Limited;\n    (b) a change in the name of WoolStock Australia Limited;\n    (c) a change in the structure, constitution or membership of WoolStock Australia Limited.\n\n### Division 4—Shares in Wool International\n\n#### 16 Issue of shares to registered equity holders\n\n  (1) At the conversion time, one share in WoolStock Australia Limited is taken to be issued, as fully paid, in respect of each unit, as follows:\n    (a) if the unit is registered at the conversion time in the name of the person (other than TrusteeCo) who is entitled to be registered as the holder of the unit, then the share is taken to be issued to that person;\n    (b) if the unit is registered at the conversion time in the name of a partnership that is entitled to be registered as the holder of the unit, then the share is taken to be issued to the partners jointly;\n    (c) if the unit is registered at the conversion time in the name of TrusteeCo in respect of a putative equity holder, then the share is taken to be issued to TrusteeCo;\n    (d) if the unit is registered in the name of TrusteeCo by the operation of subsection 10(3), then the share is taken to be issued to TrusteeCo;\n    (e) in all other cases, the share is taken to be issued to TrusteeCo.\n  (2) A person to whom shares are taken to be issued under subsection (1):\n    (a) becomes a member of WoolStock Australia Limited, by force of this section, and is taken to have consented to become a member; and\n    (b) is entitled to the same rights, privileges and benefits in respect of that membership as if the person had become a member under the constitution of WoolStock Australia Limited; and\n    (c) is subject to the same duties, liabilities and obligations in respect of that membership as if the person had become a member under the constitution of WoolStock Australia Limited.\n  (3) The issue of shares to TrusteeCo under this section is not affected by section 259C of the Corporations Law.\n  (4) Subsection 259D(3) of the Corporations Act 2001 does not prevent the exercise of voting rights by TrusteeCo in respect of shares issued to it under this section.\n\n#### 17 Charges on shares\n\n  (1) A share that is taken to be issued under section 16 in respect of a unit is subject to the same charges (if any) as the unit was subject to immediately before the conversion time.\n  (2) The charge created by subsection (1):\n    (a) is taken to be created at the conversion time; and\n    (b) extends to dividends in respect of the share, if the charge on the unit extends to distributions on the unit; and\n    (c) secures the same obligations as are secured by the charge on the unit.\n  (3) If the unit was subject to more than one charge, then the charges on the share have the same priorities among themselves as the charges on the unit.\n  (4) WoolStock Australia Limited must issue separate share certificates for:\n    (a) shares that are subject to a charge because of this section; and\n    (b) shares that are not subject to such a charge.\n  (5) If:\n    (a) an amount (the dividend amount) becomes payable by WoolStock Australia Limited in respect of the shares in WoolStock Australia Limited that are held by a person who is a registered equity holder; and\n    (b) those shares are subject to one or more charges because of this section; and\n    (c) the registered equity holder has authorised WoolStock Australia Limited to make payments under subsection 22R(4) of the Wool International Act;\n  then the following provisions apply:\n    (d) if the shares are subject to only one charge—WoolStock Australia Limited must pay to the beneficiary under the charge so much of the dividend amount as does not exceed the amount of the debt secured by the charge;\n    (e) if the shares are subject to more than one charge—WoolStock Australia Limited must pay to the beneficiary under each charge so much of the dividend amount 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;\n    (f) in either case—WoolStock Australia Limited must pay the balance of the dividend amount to the registered equity holder.\n\n#### 18 Dealings by TrusteeCo with shares held for putative equity holders\n\n  (1) This section applies to shares that are held by TrusteeCo and were taken to be issued to TrusteeCo under paragraph 16(1)(c).\n  (2) After the conversion time:\n    (a) Part 4C of the Wool International Act applies in relation to those shares in the same way as that Part applies in relation to units held by TrusteeCo; and\n    (b) subsection 22H(2) of the Wool International Act applies in relation to those shares in the same way as that subsection applies in relation to units.\n  (3) After the conversion time, Part 4D of the Wool International Act applies in relation to money received by TrusteeCo in respect of those shares in the same way as that Part applies in relation to distributions received by TrusteeCo in respect of units held by TrusteeCo.\n\n#### 19 Dealings by TrusteeCo with shares held in respect of unclaimed units or wrong‑name units\n\n  (1) This section applies to shares that are held by TrusteeCo and were taken to be issued to TrusteeCo:\n    (a) under paragraph 16(1)(d) in respect of units (unclaimed units) shown in the register as “unclaimed entitlements”; or\n    (b) under paragraph 16(1)(e) in respect of other units (wrong‑name units).\n  (2) TrusteeCo holds the shares on trust until they are transferred in accordance with subsection (6).\n  (3) TrusteeCo holds on trust any dividends that it receives in respect of the shares.\n  (4) Section 22Y of the Wool International Act applies in relation to the dividends in the same way as it applies in relation to distributions received by TrusteeCo in respect of units.\n\n> Note: Section 22Y of the Wool International Act allows TrusteeCo to invest, and requires income from investment to be paid to WoolStock Australia Limited.\n\n  (5) If, at the finalisation time, TrusteeCo holds any shares that are not required to be transferred in accordance with subsection (6), then:\n    (a) TrusteeCo must pay to WoolStock Australia Limited the amount of any dividends that TrusteeCo has received in respect of those shares; and\n    (b) those shares are cancelled at the finalisation time, by force of this subsection.\n  (6) If the register is amended before the finalisation time so that:\n    (a) in the case of unclaimed units—the register shows the correct name of the person who is entitled to be registered in respect of the units and no longer shows the units as “unclaimed entitlements”; or\n    (b) in the case of wrong‑name units—the register shows the correct name of the person who is entitled to be registered in respect of the units;\n  then TrusteeCo must:\n    (c) transfer the shares to that person; and\n    (d) pay to that person the amount of any dividends received by TrusteeCo in respect of the shares.\n\n### Division 5—Taxation\n\n#### 20 Operation of CGT rules\n\n  (1) None of the following is to be treated as being a CGT event, or as giving rise to a CGT event, for the purposes of the 1997 Tax Act:\n    (a) any amendment of the Wool International Act made by this Act;\n    (b) the issue of a share under section 16;\n    (c) the creation of a charge over a share under section 17;\n    (d) the registration of a unit in the name of TrusteeCo under section 10;\n    (e) the transfer of any money or property to TrusteeCo under section 10.\n  (2) Any units that were issued under section 22D of the Wool International Act in respect of wool tax paid by a person in the course of carrying on a business are to be treated as being:\n    (a) an asset of that business; and\n    (b) inherently connected with that business;\n  for the purpose of applying Divisions 17A and 17B of Part IIIA of the 1936 Tax Act in relation to a time after the conversion time.\n\n#### 21 Distributions in respect of units\n\n  If units have been issued under section 22D of the Wool International Act in respect of wool tax paid by a person in the course of carrying on a business, then any distribution to that person after the conversion time under Part 4B of the Wool International Act:\n    (a) is to be treated, for the purposes of the 1936 Tax Act, as being income derived from the carrying on by the person of a business of primary production in Australia; and\n    (b) is to be treated, for the purposes of the 1936 Tax Act and the 1997 Tax Act, as income derived from, or resulting from, the carrying on by the person of a primary production business.\n\n#### 22 Tax treatment of stockpile activities\n\n  (1) Amounts derived by WoolStock Australia Limited from stockpile activities are exempt income for the purposes of the 1936 Tax Act and the 1997 Tax Act.\n  (2) No deduction is allowable to WoolStock Australia Limited under the 1936 Tax Act or the 1997 Tax Act in respect of stockpile activities.\n  (3) Subdivision 57‑L of Schedule 2D to the 1936 Tax Act does not apply in relation to WoolStock Australia Limited.\n  (4) In this section:\n\n> eligible wool means:\n\n    (a) wool owned by WoolStock Australia Limited at or before the conversion time; and\n    (b) wool acquired by WoolStock Australia Limited after the conversion time for the purpose of facilitating the disposal of wool owned by WoolStock Australia Limited at the conversion time.\n\n> stockpile activities means any of the following activities:\n\n    (a) holding, managing or disposing of eligible wool;\n    (b) distributing the proceeds of sale of eligible wool to registered equity holders or shareholders;\n    (c) activities connected with, or incidental to, activities covered by paragraph (a) or (b), including the temporary investment of the proceeds of sale of eligible wool, pending the distribution of those proceeds to registered equity holders or shareholders.\n\n#### 23 Share capital\n\n  For the purposes of section 160ARDM of the 1936 Tax Act, the creation of share capital by section 13 of this Act is not taken to be, or to result from, the transfer of an amount by WoolStock Australia Limited to its share capital account from another account.\n\n### Division 6—Miscellaneous\n\n#### 24 WoolStock Australia Limited not to be an agency of the Commonwealth etc.\n\n  (1) After the conversion time, WoolStock Australia Limited is not taken, for the purposes of a law, to be:\n    (a) a Commonwealth authority; or\n    (b) established for a public purpose or for a purpose of the Commonwealth; or\n    (c) a public authority or an agency or instrumentality of the Crown;\n  (within the ordinary meaning of the expression concerned) unless a law expressly provides otherwise.\n  (2) After the conversion time, WoolStock Australia Limited is not taken to be a prescribed Commonwealth authority for the purposes of section 128A of the Safety, Rehabilitation and Compensation Act 1988.\n  (3) In this section:\n\n> law means:\n\n    (a) an Act of the Commonwealth or of a State or Territory; or\n    (b) regulations or any other instrument made under such an Act.\n\n#### 25 Compensation for acquisition of property\n\n  (1) If:\n    (a) apart from this section, the operation of this Act would result in the acquisition of property from a person otherwise than on just terms; and\n    (b) the acquisition would be invalid because of paragraph 51(xxxi) of the Constitution;\n  the Commonwealth is liable to pay the person a reasonable amount of compensation in respect of the acquisition.\n  (2) If the Commonwealth and the person do not agree on the amount of the compensation, the person may institute proceedings in the Federal Court of Australia for the recovery from the Commonwealth of such reasonable amount of compensation as the court determines.\n  (3) In this section:\n\n> acquisition of property has the same meaning as in paragraph 51(xxxi) of the Constitution.\n\n> just terms has the same meaning as in paragraph 51(xxxi) of the Constitution.\n\n#### 26 Limited continuation of Commonwealth guarantee\n\n  After the conversion time, the due payment by WoolStock Australia Limited of an amount is, by force of this section, guaranteed by the Commonwealth if:\n    (a) the amount is payable by WoolStock Australia Limited under an obligation incurred before the conversion time; and\n    (b) that obligation has not been varied, after the conversion time, without the written consent of the Minister who administers the Financial Management and Accountability Act 1997; and\n    (c) the repayment of the amount would have been guaranteed under subsection 53(7) of the Wool International Act if that subsection had not been repealed by this Act.\n\n#### 27 Limited continuation of the repealed section 22ZG\n\n  Despite the repeal of section 22ZG of the Wool International Act at the conversion time, that section:\n    (a) continues to have effect after the conversion time in respect of directions given by a relevant Minister before the conversion time; and\n    (b) continues to have effect in respect of such directions as if references to Wool International were references to WoolStock Australia Limited.\n\n#### 28 Accounting records\n\n> For the purposes of the Corporations Act 2001:\n\n    (a) the accounting records kept by WoolStock Australia Limited before the conversion time under section 20 of the Commonwealth Authorities and Companies Act 1997, or under subsection 50(1) of the Wool International Act, are to be treated as financial records of WoolStock Australia Limited; and\n    (b) an annual report and financial statements prepared in relation to a financial year by WoolStock Australia Limited under section 9 of the Commonwealth Authorities and Companies Act 1997, or under section 67 of the Wool International Act, are to be treated as a financial report of WoolStock Australia Limited for that financial year.\n\n#### 29 Regulations\n\n  (1) The Governor‑General may make regulations prescribing matters:\n    (a) required or permitted by this Act to be prescribed; or\n    (b) necessary or convenient to be prescribed for carrying out or giving effect to this Act.\n  (2) In particular, regulations may be made for matters of a transitional or saving nature arising from the amendments made by this Act.","sortOrder":6},{"sectionNumber":"Division 1","sectionType":"division","heading":"Interpretation","content":"An Act to privatise Wool International, and for related purposes\n\n## Part 1—Preliminary\n\n#### 1 Short title\n\n  This Act may be cited as the Wool International Privatisation Act 1999.\n\n#### 2 Commencement\n\n  (1) Subject to this section, this Act commences on the day on which it receives the Royal Assent.\n  (2) Schedule 2 commences on a day to be fixed by Proclamation. However, if Schedule 2 does not commence by Proclamation within the period of 6 months beginning on the day on which this Act receives the Royal Assent, then Schedule 2 commences on the first day after the end of that period.\n\n#### 4 Crown to be bound\n\n  This Act binds the Crown in right of the Commonwealth, of each of the States, of the Australian Capital Territory, of the Northern Territory and of Norfolk Island.\n\n#### 5 External Territories\n\n  This Act extends to all the external Territories.\n\n#### 6 Extraterritorial operation\n\n  This Act extends to acts, omissions, matters and things outside Australia, whether or not in a foreign country.\n\n## Part 2—Privatisation of Wool International\n\n### Division 1—Interpretation\n\n#### 7 Definitions\n\n  (1) In this Part, unless the contrary intention appears:\n\n> 1936 Tax Act means the Income Tax Assessment Act 1936.\n\n> 1997 Tax Act means the Income Tax Assessment Act 1997.\n\n> ASIC means the Australian Securities and Investments Commission.\n\n> authorised trustee corporation means each of the bodies corporate listed in Schedule 9 to the Corporations Regulations in force from time to time.\n\n> commencing time means the beginning of the day on which this Act receives the Royal Assent.\n\n> conversion time means the beginning of 1 July 1999.\n\n> dividend includes any distribution made in respect of shares.\n\n> finalisation time means the end of one month after the final distribution under Part 4B of the Wool International Act.\n\n> income year has the same meaning as in the 1997 Tax Act.\n\n> instrument means:\n\n    (a) an Act or any instrument under an Act; or\n    (b) any other document.\n\n> person includes a partnership.\n\n> register means the register of equity holders referred to in section 22B of the Wool International Act.\n\n> tax loss has the same meaning as in the 1997 Tax Act.\n\n> TrusteeCo means the company nominated by the Minister under section 9.\n\n> unit means a unit of equity in Wool International, allocated under the Wool International Act.\n\n> Wool International Act means the Wool International Act 1993.\n\n> WoolStock Australia Limited means Wool International, after it is registered under the Corporations Law as mentioned in section 14.\n\n  (2) If an expression used in this Part is defined in the Wool International Act, then the expression has the meaning given by that Act.\n\n### Division 2—Preliminary matters\n\n#### 8 Application for registration under Part 5B.1 of the Corporations Law\n\n  (1) As soon as possible after the commencing time, Wool International must apply to ASIC under Part 5B.1 of the Corporations Law to register Wool International as a public company limited by shares.\n  (2) Wool International is hereby authorised to make the application.\n  (3) The application must be lodged with an office of ASIC in the Australian Capital Territory.\n  (4) The application must be accompanied by a copy of Wool International’s proposed constitution. The proposed constitution must first be approved in writing by the Minister.\n  (5) The following provisions of the Corporations Law do not apply in relation to the application:\n    (a) paragraphs 601BC(2)(e) and (l);\n    (b) subsection 601BC(4);\n    (c) paragraphs 601BC(6)(a), (d) and (e);\n    (d) paragraphs 601BC(8)(a) and (f).\n\n#### 9 Nomination of TrusteeCo to hold shares, units etc. on behalf of other persons\n\n  (1) Before the conversion time, the Minister must nominate a company (TrusteeCo) for the purposes of this section. The nomination must be in writing.\n  (2) TrusteeCo must be a company whose shares are all held by Wool International.\n  (3) After the conversion time, a reference in any instrument to the Chief Executive is to be treated as a reference to TrusteeCo, except where:\n    (a) the reference relates to matters occurring before the conversion time; or\n    (b) the context requires that the reference should continue to be treated as a reference to the Chief Executive.\n  (4) TrusteeCo must ensure that there is in force at all times between the conversion time and the finalisation time a deed under which:\n    (a) TrusteeCo authorises an authorised trustee corporation to exercise all rights, privileges and benefits vested in TrusteeCo by or under this Act or the Wool International Act; and\n    (b) TrusteeCo undertakes not to exercise those rights, privileges and benefits; and\n    (c) the authorised trustee corporation undertakes to perform all duties, liabilities and obligations (other than the obligation imposed by this subsection) vested in TrusteeCo by or under this Act or the Wool International Act.\n  (5) A deed under subsection (4) may relieve the authorised trustee corporation from liability except in the case of fraud, wilful default or neglect.\n  (6) All acts done by the authorised trustee corporation under the deed are taken to have been exercised or performed by TrusteeCo for the purposes of this Act (other than this section) and the Wool International Act.\n\n#### 10 Transfer of units etc. to TrusteeCo\n\n  (1) All units that are registered in the name of the Chief Executive immediately before the conversion time are taken to be registered, immediately before the conversion time, in the name of TrusteeCo. Wool International must accordingly change the entries in the register.\n  (2) Any property (including money) that is held by the Chief Executive under the Wool International Act immediately before the conversion time is transferred to TrusteeCo at the conversion time by force of this subsection.\n  (3) If, immediately before the conversion time, any units are shown in the register as being “unclaimed entitlements”, then those units are taken to be registered, immediately before the conversion time, in the name of TrusteeCo. Wool International must accordingly change the entries in the register.\n\n#### 11 Validation of number of units\n\n  The number of units shown in the register immediately before the commencing time is to be taken to be correct.\n\n#### 12 Certificates in respect of units continue to have effect\n\n  (1) Certificates that have been issued before the conversion time under section 22M of the Wool International Act continue to have effect after the conversion time.\n  (2) This section is enacted for the avoidance of doubt.\n\n#### 13 Share capital\n\n  From immediately before the conversion time, Wool International is to have a share capital of $349,403.18, divided into 349,403,180 shares.\n\n### Division 3—Conversion of Wool International into a company\n\n#### 14 Registration under Part 5B.1 of the Corporations Law\n\n  (1) At the conversion time, ASIC is taken to have registered Wool International under section 601BD of the Corporations Law:\n    (a) as a public company limited by shares; and\n    (b) with the name “WoolStock Australia Limited”.\n  (2) ASIC must issue a certificate and ACN under section 601BD of the Corporations Law in respect of the registration. The date of registration is to be the day on which the conversion time occurred.\n\n#### 15 Operation of the Corporations Act after conversion time\n\n  Nothing in this Part prevents any of the following, after the conversion time:\n    (a) a variation of the share capital of WoolStock Australia Limited;\n    (b) a change in the name of WoolStock Australia Limited;\n    (c) a change in the structure, constitution or membership of WoolStock Australia Limited.\n\n### Division 4—Shares in Wool International\n\n#### 16 Issue of shares to registered equity holders\n\n  (1) At the conversion time, one share in WoolStock Australia Limited is taken to be issued, as fully paid, in respect of each unit, as follows:\n    (a) if the unit is registered at the conversion time in the name of the person (other than TrusteeCo) who is entitled to be registered as the holder of the unit, then the share is taken to be issued to that person;\n    (b) if the unit is registered at the conversion time in the name of a partnership that is entitled to be registered as the holder of the unit, then the share is taken to be issued to the partners jointly;\n    (c) if the unit is registered at the conversion time in the name of TrusteeCo in respect of a putative equity holder, then the share is taken to be issued to TrusteeCo;\n    (d) if the unit is registered in the name of TrusteeCo by the operation of subsection 10(3), then the share is taken to be issued to TrusteeCo;\n    (e) in all other cases, the share is taken to be issued to TrusteeCo.\n  (2) A person to whom shares are taken to be issued under subsection (1):\n    (a) becomes a member of WoolStock Australia Limited, by force of this section, and is taken to have consented to become a member; and\n    (b) is entitled to the same rights, privileges and benefits in respect of that membership as if the person had become a member under the constitution of WoolStock Australia Limited; and\n    (c) is subject to the same duties, liabilities and obligations in respect of that membership as if the person had become a member under the constitution of WoolStock Australia Limited.\n  (3) The issue of shares to TrusteeCo under this section is not affected by section 259C of the Corporations Law.\n  (4) Subsection 259D(3) of the Corporations Act 2001 does not prevent the exercise of voting rights by TrusteeCo in respect of shares issued to it under this section.\n\n#### 17 Charges on shares\n\n  (1) A share that is taken to be issued under section 16 in respect of a unit is subject to the same charges (if any) as the unit was subject to immediately before the conversion time.\n  (2) The charge created by subsection (1):\n    (a) is taken to be created at the conversion time; and\n    (b) extends to dividends in respect of the share, if the charge on the unit extends to distributions on the unit; and\n    (c) secures the same obligations as are secured by the charge on the unit.\n  (3) If the unit was subject to more than one charge, then the charges on the share have the same priorities among themselves as the charges on the unit.\n  (4) WoolStock Australia Limited must issue separate share certificates for:\n    (a) shares that are subject to a charge because of this section; and\n    (b) shares that are not subject to such a charge.\n  (5) If:\n    (a) an amount (the dividend amount) becomes payable by WoolStock Australia Limited in respect of the shares in WoolStock Australia Limited that are held by a person who is a registered equity holder; and\n    (b) those shares are subject to one or more charges because of this section; and\n    (c) the registered equity holder has authorised WoolStock Australia Limited to make payments under subsection 22R(4) of the Wool International Act;\n  then the following provisions apply:\n    (d) if the shares are subject to only one charge—WoolStock Australia Limited must pay to the beneficiary under the charge so much of the dividend amount as does not exceed the amount of the debt secured by the charge;\n    (e) if the shares are subject to more than one charge—WoolStock Australia Limited must pay to the beneficiary under each charge so much of the dividend amount 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;\n    (f) in either case—WoolStock Australia Limited must pay the balance of the dividend amount to the registered equity holder.\n\n#### 18 Dealings by TrusteeCo with shares held for putative equity holders\n\n  (1) This section applies to shares that are held by TrusteeCo and were taken to be issued to TrusteeCo under paragraph 16(1)(c).\n  (2) After the conversion time:\n    (a) Part 4C of the Wool International Act applies in relation to those shares in the same way as that Part applies in relation to units held by TrusteeCo; and\n    (b) subsection 22H(2) of the Wool International Act applies in relation to those shares in the same way as that subsection applies in relation to units.\n  (3) After the conversion time, Part 4D of the Wool International Act applies in relation to money received by TrusteeCo in respect of those shares in the same way as that Part applies in relation to distributions received by TrusteeCo in respect of units held by TrusteeCo.\n\n#### 19 Dealings by TrusteeCo with shares held in respect of unclaimed units or wrong‑name units\n\n  (1) This section applies to shares that are held by TrusteeCo and were taken to be issued to TrusteeCo:\n    (a) under paragraph 16(1)(d) in respect of units (unclaimed units) shown in the register as “unclaimed entitlements”; or\n    (b) under paragraph 16(1)(e) in respect of other units (wrong‑name units).\n  (2) TrusteeCo holds the shares on trust until they are transferred in accordance with subsection (6).\n  (3) TrusteeCo holds on trust any dividends that it receives in respect of the shares.\n  (4) Section 22Y of the Wool International Act applies in relation to the dividends in the same way as it applies in relation to distributions received by TrusteeCo in respect of units.\n\n> Note: Section 22Y of the Wool International Act allows TrusteeCo to invest, and requires income from investment to be paid to WoolStock Australia Limited.\n\n  (5) If, at the finalisation time, TrusteeCo holds any shares that are not required to be transferred in accordance with subsection (6), then:\n    (a) TrusteeCo must pay to WoolStock Australia Limited the amount of any dividends that TrusteeCo has received in respect of those shares; and\n    (b) those shares are cancelled at the finalisation time, by force of this subsection.\n  (6) If the register is amended before the finalisation time so that:\n    (a) in the case of unclaimed units—the register shows the correct name of the person who is entitled to be registered in respect of the units and no longer shows the units as “unclaimed entitlements”; or\n    (b) in the case of wrong‑name units—the register shows the correct name of the person who is entitled to be registered in respect of the units;\n  then TrusteeCo must:\n    (c) transfer the shares to that person; and\n    (d) pay to that person the amount of any dividends received by TrusteeCo in respect of the shares.\n\n### Division 5—Taxation\n\n#### 20 Operation of CGT rules\n\n  (1) None of the following is to be treated as being a CGT event, or as giving rise to a CGT event, for the purposes of the 1997 Tax Act:\n    (a) any amendment of the Wool International Act made by this Act;\n    (b) the issue of a share under section 16;\n    (c) the creation of a charge over a share under section 17;\n    (d) the registration of a unit in the name of TrusteeCo under section 10;\n    (e) the transfer of any money or property to TrusteeCo under section 10.\n  (2) Any units that were issued under section 22D of the Wool International Act in respect of wool tax paid by a person in the course of carrying on a business are to be treated as being:\n    (a) an asset of that business; and\n    (b) inherently connected with that business;\n  for the purpose of applying Divisions 17A and 17B of Part IIIA of the 1936 Tax Act in relation to a time after the conversion time.\n\n#### 21 Distributions in respect of units\n\n  If units have been issued under section 22D of the Wool International Act in respect of wool tax paid by a person in the course of carrying on a business, then any distribution to that person after the conversion time under Part 4B of the Wool International Act:\n    (a) is to be treated, for the purposes of the 1936 Tax Act, as being income derived from the carrying on by the person of a business of primary production in Australia; and\n    (b) is to be treated, for the purposes of the 1936 Tax Act and the 1997 Tax Act, as income derived from, or resulting from, the carrying on by the person of a primary production business.\n\n#### 22 Tax treatment of stockpile activities\n\n  (1) Amounts derived by WoolStock Australia Limited from stockpile activities are exempt income for the purposes of the 1936 Tax Act and the 1997 Tax Act.\n  (2) No deduction is allowable to WoolStock Australia Limited under the 1936 Tax Act or the 1997 Tax Act in respect of stockpile activities.\n  (3) Subdivision 57‑L of Schedule 2D to the 1936 Tax Act does not apply in relation to WoolStock Australia Limited.\n  (4) In this section:\n\n> eligible wool means:\n\n    (a) wool owned by WoolStock Australia Limited at or before the conversion time; and\n    (b) wool acquired by WoolStock Australia Limited after the conversion time for the purpose of facilitating the disposal of wool owned by WoolStock Australia Limited at the conversion time.\n\n> stockpile activities means any of the following activities:\n\n    (a) holding, managing or disposing of eligible wool;\n    (b) distributing the proceeds of sale of eligible wool to registered equity holders or shareholders;\n    (c) activities connected with, or incidental to, activities covered by paragraph (a) or (b), including the temporary investment of the proceeds of sale of eligible wool, pending the distribution of those proceeds to registered equity holders or shareholders.\n\n#### 23 Share capital\n\n  For the purposes of section 160ARDM of the 1936 Tax Act, the creation of share capital by section 13 of this Act is not taken to be, or to result from, the transfer of an amount by WoolStock Australia Limited to its share capital account from another account.\n\n### Division 6—Miscellaneous\n\n#### 24 WoolStock Australia Limited not to be an agency of the Commonwealth etc.\n\n  (1) After the conversion time, WoolStock Australia Limited is not taken, for the purposes of a law, to be:\n    (a) a Commonwealth authority; or\n    (b) established for a public purpose or for a purpose of the Commonwealth; or\n    (c) a public authority or an agency or instrumentality of the Crown;\n  (within the ordinary meaning of the expression concerned) unless a law expressly provides otherwise.\n  (2) After the conversion time, WoolStock Australia Limited is not taken to be a prescribed Commonwealth authority for the purposes of section 128A of the Safety, Rehabilitation and Compensation Act 1988.\n  (3) In this section:\n\n> law means:\n\n    (a) an Act of the Commonwealth or of a State or Territory; or\n    (b) regulations or any other instrument made under such an Act.\n\n#### 25 Compensation for acquisition of property\n\n  (1) If:\n    (a) apart from this section, the operation of this Act would result in the acquisition of property from a person otherwise than on just terms; and\n    (b) the acquisition would be invalid because of paragraph 51(xxxi) of the Constitution;\n  the Commonwealth is liable to pay the person a reasonable amount of compensation in respect of the acquisition.\n  (2) If the Commonwealth and the person do not agree on the amount of the compensation, the person may institute proceedings in the Federal Court of Australia for the recovery from the Commonwealth of such reasonable amount of compensation as the court determines.\n  (3) In this section:\n\n> acquisition of property has the same meaning as in paragraph 51(xxxi) of the Constitution.\n\n> just terms has the same meaning as in paragraph 51(xxxi) of the Constitution.\n\n#### 26 Limited continuation of Commonwealth guarantee\n\n  After the conversion time, the due payment by WoolStock Australia Limited of an amount is, by force of this section, guaranteed by the Commonwealth if:\n    (a) the amount is payable by WoolStock Australia Limited under an obligation incurred before the conversion time; and\n    (b) that obligation has not been varied, after the conversion time, without the written consent of the Minister who administers the Financial Management and Accountability Act 1997; and\n    (c) the repayment of the amount would have been guaranteed under subsection 53(7) of the Wool International Act if that subsection had not been repealed by this Act.\n\n#### 27 Limited continuation of the repealed section 22ZG\n\n  Despite the repeal of section 22ZG of the Wool International Act at the conversion time, that section:\n    (a) continues to have effect after the conversion time in respect of directions given by a relevant Minister before the conversion time; and\n    (b) continues to have effect in respect of such directions as if references to Wool International were references to WoolStock Australia Limited.\n\n#### 28 Accounting records\n\n> For the purposes of the Corporations Act 2001:\n\n    (a) the accounting records kept by WoolStock Australia Limited before the conversion time under section 20 of the Commonwealth Authorities and Companies Act 1997, or under subsection 50(1) of the Wool International Act, are to be treated as financial records of WoolStock Australia Limited; and\n    (b) an annual report and financial statements prepared in relation to a financial year by WoolStock Australia Limited under section 9 of the Commonwealth Authorities and Companies Act 1997, or under section 67 of the Wool International Act, are to be treated as a financial report of WoolStock Australia Limited for that financial year.\n\n#### 29 Regulations\n\n  (1) The Governor‑General may make regulations prescribing matters:\n    (a) required or permitted by this Act to be prescribed; or\n    (b) necessary or convenient to be prescribed for carrying out or giving effect to this Act.\n  (2) In particular, regulations may be made for matters of a transitional or saving nature arising from the amendments made by this Act.","sortOrder":7},{"sectionNumber":"7","sectionType":"section","heading":"Definitions","content":"#### 7 Definitions\n\n  (1) In this Part, unless the contrary intention appears:\n\n> 1936 Tax Act means the Income Tax Assessment Act 1936.\n\n> 1997 Tax Act means the Income Tax Assessment Act 1997.\n\n> ASIC means the Australian Securities and Investments Commission.\n\n> authorised trustee corporation means each of the bodies corporate listed in Schedule 9 to the Corporations Regulations in force from time to time.\n\n> commencing time means the beginning of the day on which this Act receives the Royal Assent.\n\n> conversion time means the beginning of 1 July 1999.\n\n> dividend includes any distribution made in respect of shares.\n\n> finalisation time means the end of one month after the final distribution under Part 4B of the Wool International Act.\n\n> income year has the same meaning as in the 1997 Tax Act.\n\n> instrument means:\n\n    (a) an Act or any instrument under an Act; or\n    (b) any other document.\n\n> person includes a partnership.\n\n> register means the register of equity holders referred to in section 22B of the Wool International Act.\n\n> tax loss has the same meaning as in the 1997 Tax Act.\n\n> TrusteeCo means the company nominated by the Minister under section 9.\n\n> unit means a unit of equity in Wool International, allocated under the Wool International Act.\n\n> Wool International Act means the Wool International Act 1993.\n\n> WoolStock Australia Limited means Wool International, after it is registered under the Corporations Law as mentioned in section 14.\n\n  (2) If an expression used in this Part is defined in the Wool International Act, then the expression has the meaning given by that Act.","sortOrder":8},{"sectionNumber":"Division 2","sectionType":"division","heading":"Preliminary matters","content":"An Act to privatise Wool International, and for related purposes\n\n## Part 1—Preliminary\n\n#### 1 Short title\n\n  This Act may be cited as the Wool International Privatisation Act 1999.\n\n#### 2 Commencement\n\n  (1) Subject to this section, this Act commences on the day on which it receives the Royal Assent.\n  (2) Schedule 2 commences on a day to be fixed by Proclamation. However, if Schedule 2 does not commence by Proclamation within the period of 6 months beginning on the day on which this Act receives the Royal Assent, then Schedule 2 commences on the first day after the end of that period.\n\n#### 4 Crown to be bound\n\n  This Act binds the Crown in right of the Commonwealth, of each of the States, of the Australian Capital Territory, of the Northern Territory and of Norfolk Island.\n\n#### 5 External Territories\n\n  This Act extends to all the external Territories.\n\n#### 6 Extraterritorial operation\n\n  This Act extends to acts, omissions, matters and things outside Australia, whether or not in a foreign country.\n\n## Part 2—Privatisation of Wool International\n\n### Division 1—Interpretation\n\n#### 7 Definitions\n\n  (1) In this Part, unless the contrary intention appears:\n\n> 1936 Tax Act means the Income Tax Assessment Act 1936.\n\n> 1997 Tax Act means the Income Tax Assessment Act 1997.\n\n> ASIC means the Australian Securities and Investments Commission.\n\n> authorised trustee corporation means each of the bodies corporate listed in Schedule 9 to the Corporations Regulations in force from time to time.\n\n> commencing time means the beginning of the day on which this Act receives the Royal Assent.\n\n> conversion time means the beginning of 1 July 1999.\n\n> dividend includes any distribution made in respect of shares.\n\n> finalisation time means the end of one month after the final distribution under Part 4B of the Wool International Act.\n\n> income year has the same meaning as in the 1997 Tax Act.\n\n> instrument means:\n\n    (a) an Act or any instrument under an Act; or\n    (b) any other document.\n\n> person includes a partnership.\n\n> register means the register of equity holders referred to in section 22B of the Wool International Act.\n\n> tax loss has the same meaning as in the 1997 Tax Act.\n\n> TrusteeCo means the company nominated by the Minister under section 9.\n\n> unit means a unit of equity in Wool International, allocated under the Wool International Act.\n\n> Wool International Act means the Wool International Act 1993.\n\n> WoolStock Australia Limited means Wool International, after it is registered under the Corporations Law as mentioned in section 14.\n\n  (2) If an expression used in this Part is defined in the Wool International Act, then the expression has the meaning given by that Act.\n\n### Division 2—Preliminary matters\n\n#### 8 Application for registration under Part 5B.1 of the Corporations Law\n\n  (1) As soon as possible after the commencing time, Wool International must apply to ASIC under Part 5B.1 of the Corporations Law to register Wool International as a public company limited by shares.\n  (2) Wool International is hereby authorised to make the application.\n  (3) The application must be lodged with an office of ASIC in the Australian Capital Territory.\n  (4) The application must be accompanied by a copy of Wool International’s proposed constitution. The proposed constitution must first be approved in writing by the Minister.\n  (5) The following provisions of the Corporations Law do not apply in relation to the application:\n    (a) paragraphs 601BC(2)(e) and (l);\n    (b) subsection 601BC(4);\n    (c) paragraphs 601BC(6)(a), (d) and (e);\n    (d) paragraphs 601BC(8)(a) and (f).\n\n#### 9 Nomination of TrusteeCo to hold shares, units etc. on behalf of other persons\n\n  (1) Before the conversion time, the Minister must nominate a company (TrusteeCo) for the purposes of this section. The nomination must be in writing.\n  (2) TrusteeCo must be a company whose shares are all held by Wool International.\n  (3) After the conversion time, a reference in any instrument to the Chief Executive is to be treated as a reference to TrusteeCo, except where:\n    (a) the reference relates to matters occurring before the conversion time; or\n    (b) the context requires that the reference should continue to be treated as a reference to the Chief Executive.\n  (4) TrusteeCo must ensure that there is in force at all times between the conversion time and the finalisation time a deed under which:\n    (a) TrusteeCo authorises an authorised trustee corporation to exercise all rights, privileges and benefits vested in TrusteeCo by or under this Act or the Wool International Act; and\n    (b) TrusteeCo undertakes not to exercise those rights, privileges and benefits; and\n    (c) the authorised trustee corporation undertakes to perform all duties, liabilities and obligations (other than the obligation imposed by this subsection) vested in TrusteeCo by or under this Act or the Wool International Act.\n  (5) A deed under subsection (4) may relieve the authorised trustee corporation from liability except in the case of fraud, wilful default or neglect.\n  (6) All acts done by the authorised trustee corporation under the deed are taken to have been exercised or performed by TrusteeCo for the purposes of this Act (other than this section) and the Wool International Act.\n\n#### 10 Transfer of units etc. to TrusteeCo\n\n  (1) All units that are registered in the name of the Chief Executive immediately before the conversion time are taken to be registered, immediately before the conversion time, in the name of TrusteeCo. Wool International must accordingly change the entries in the register.\n  (2) Any property (including money) that is held by the Chief Executive under the Wool International Act immediately before the conversion time is transferred to TrusteeCo at the conversion time by force of this subsection.\n  (3) If, immediately before the conversion time, any units are shown in the register as being “unclaimed entitlements”, then those units are taken to be registered, immediately before the conversion time, in the name of TrusteeCo. Wool International must accordingly change the entries in the register.\n\n#### 11 Validation of number of units\n\n  The number of units shown in the register immediately before the commencing time is to be taken to be correct.\n\n#### 12 Certificates in respect of units continue to have effect\n\n  (1) Certificates that have been issued before the conversion time under section 22M of the Wool International Act continue to have effect after the conversion time.\n  (2) This section is enacted for the avoidance of doubt.\n\n#### 13 Share capital\n\n  From immediately before the conversion time, Wool International is to have a share capital of $349,403.18, divided into 349,403,180 shares.\n\n### Division 3—Conversion of Wool International into a company\n\n#### 14 Registration under Part 5B.1 of the Corporations Law\n\n  (1) At the conversion time, ASIC is taken to have registered Wool International under section 601BD of the Corporations Law:\n    (a) as a public company limited by shares; and\n    (b) with the name “WoolStock Australia Limited”.\n  (2) ASIC must issue a certificate and ACN under section 601BD of the Corporations Law in respect of the registration. The date of registration is to be the day on which the conversion time occurred.\n\n#### 15 Operation of the Corporations Act after conversion time\n\n  Nothing in this Part prevents any of the following, after the conversion time:\n    (a) a variation of the share capital of WoolStock Australia Limited;\n    (b) a change in the name of WoolStock Australia Limited;\n    (c) a change in the structure, constitution or membership of WoolStock Australia Limited.\n\n### Division 4—Shares in Wool International\n\n#### 16 Issue of shares to registered equity holders\n\n  (1) At the conversion time, one share in WoolStock Australia Limited is taken to be issued, as fully paid, in respect of each unit, as follows:\n    (a) if the unit is registered at the conversion time in the name of the person (other than TrusteeCo) who is entitled to be registered as the holder of the unit, then the share is taken to be issued to that person;\n    (b) if the unit is registered at the conversion time in the name of a partnership that is entitled to be registered as the holder of the unit, then the share is taken to be issued to the partners jointly;\n    (c) if the unit is registered at the conversion time in the name of TrusteeCo in respect of a putative equity holder, then the share is taken to be issued to TrusteeCo;\n    (d) if the unit is registered in the name of TrusteeCo by the operation of subsection 10(3), then the share is taken to be issued to TrusteeCo;\n    (e) in all other cases, the share is taken to be issued to TrusteeCo.\n  (2) A person to whom shares are taken to be issued under subsection (1):\n    (a) becomes a member of WoolStock Australia Limited, by force of this section, and is taken to have consented to become a member; and\n    (b) is entitled to the same rights, privileges and benefits in respect of that membership as if the person had become a member under the constitution of WoolStock Australia Limited; and\n    (c) is subject to the same duties, liabilities and obligations in respect of that membership as if the person had become a member under the constitution of WoolStock Australia Limited.\n  (3) The issue of shares to TrusteeCo under this section is not affected by section 259C of the Corporations Law.\n  (4) Subsection 259D(3) of the Corporations Act 2001 does not prevent the exercise of voting rights by TrusteeCo in respect of shares issued to it under this section.\n\n#### 17 Charges on shares\n\n  (1) A share that is taken to be issued under section 16 in respect of a unit is subject to the same charges (if any) as the unit was subject to immediately before the conversion time.\n  (2) The charge created by subsection (1):\n    (a) is taken to be created at the conversion time; and\n    (b) extends to dividends in respect of the share, if the charge on the unit extends to distributions on the unit; and\n    (c) secures the same obligations as are secured by the charge on the unit.\n  (3) If the unit was subject to more than one charge, then the charges on the share have the same priorities among themselves as the charges on the unit.\n  (4) WoolStock Australia Limited must issue separate share certificates for:\n    (a) shares that are subject to a charge because of this section; and\n    (b) shares that are not subject to such a charge.\n  (5) If:\n    (a) an amount (the dividend amount) becomes payable by WoolStock Australia Limited in respect of the shares in WoolStock Australia Limited that are held by a person who is a registered equity holder; and\n    (b) those shares are subject to one or more charges because of this section; and\n    (c) the registered equity holder has authorised WoolStock Australia Limited to make payments under subsection 22R(4) of the Wool International Act;\n  then the following provisions apply:\n    (d) if the shares are subject to only one charge—WoolStock Australia Limited must pay to the beneficiary under the charge so much of the dividend amount as does not exceed the amount of the debt secured by the charge;\n    (e) if the shares are subject to more than one charge—WoolStock Australia Limited must pay to the beneficiary under each charge so much of the dividend amount 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;\n    (f) in either case—WoolStock Australia Limited must pay the balance of the dividend amount to the registered equity holder.\n\n#### 18 Dealings by TrusteeCo with shares held for putative equity holders\n\n  (1) This section applies to shares that are held by TrusteeCo and were taken to be issued to TrusteeCo under paragraph 16(1)(c).\n  (2) After the conversion time:\n    (a) Part 4C of the Wool International Act applies in relation to those shares in the same way as that Part applies in relation to units held by TrusteeCo; and\n    (b) subsection 22H(2) of the Wool International Act applies in relation to those shares in the same way as that subsection applies in relation to units.\n  (3) After the conversion time, Part 4D of the Wool International Act applies in relation to money received by TrusteeCo in respect of those shares in the same way as that Part applies in relation to distributions received by TrusteeCo in respect of units held by TrusteeCo.\n\n#### 19 Dealings by TrusteeCo with shares held in respect of unclaimed units or wrong‑name units\n\n  (1) This section applies to shares that are held by TrusteeCo and were taken to be issued to TrusteeCo:\n    (a) under paragraph 16(1)(d) in respect of units (unclaimed units) shown in the register as “unclaimed entitlements”; or\n    (b) under paragraph 16(1)(e) in respect of other units (wrong‑name units).\n  (2) TrusteeCo holds the shares on trust until they are transferred in accordance with subsection (6).\n  (3) TrusteeCo holds on trust any dividends that it receives in respect of the shares.\n  (4) Section 22Y of the Wool International Act applies in relation to the dividends in the same way as it applies in relation to distributions received by TrusteeCo in respect of units.\n\n> Note: Section 22Y of the Wool International Act allows TrusteeCo to invest, and requires income from investment to be paid to WoolStock Australia Limited.\n\n  (5) If, at the finalisation time, TrusteeCo holds any shares that are not required to be transferred in accordance with subsection (6), then:\n    (a) TrusteeCo must pay to WoolStock Australia Limited the amount of any dividends that TrusteeCo has received in respect of those shares; and\n    (b) those shares are cancelled at the finalisation time, by force of this subsection.\n  (6) If the register is amended before the finalisation time so that:\n    (a) in the case of unclaimed units—the register shows the correct name of the person who is entitled to be registered in respect of the units and no longer shows the units as “unclaimed entitlements”; or\n    (b) in the case of wrong‑name units—the register shows the correct name of the person who is entitled to be registered in respect of the units;\n  then TrusteeCo must:\n    (c) transfer the shares to that person; and\n    (d) pay to that person the amount of any dividends received by TrusteeCo in respect of the shares.\n\n### Division 5—Taxation\n\n#### 20 Operation of CGT rules\n\n  (1) None of the following is to be treated as being a CGT event, or as giving rise to a CGT event, for the purposes of the 1997 Tax Act:\n    (a) any amendment of the Wool International Act made by this Act;\n    (b) the issue of a share under section 16;\n    (c) the creation of a charge over a share under section 17;\n    (d) the registration of a unit in the name of TrusteeCo under section 10;\n    (e) the transfer of any money or property to TrusteeCo under section 10.\n  (2) Any units that were issued under section 22D of the Wool International Act in respect of wool tax paid by a person in the course of carrying on a business are to be treated as being:\n    (a) an asset of that business; and\n    (b) inherently connected with that business;\n  for the purpose of applying Divisions 17A and 17B of Part IIIA of the 1936 Tax Act in relation to a time after the conversion time.\n\n#### 21 Distributions in respect of units\n\n  If units have been issued under section 22D of the Wool International Act in respect of wool tax paid by a person in the course of carrying on a business, then any distribution to that person after the conversion time under Part 4B of the Wool International Act:\n    (a) is to be treated, for the purposes of the 1936 Tax Act, as being income derived from the carrying on by the person of a business of primary production in Australia; and\n    (b) is to be treated, for the purposes of the 1936 Tax Act and the 1997 Tax Act, as income derived from, or resulting from, the carrying on by the person of a primary production business.\n\n#### 22 Tax treatment of stockpile activities\n\n  (1) Amounts derived by WoolStock Australia Limited from stockpile activities are exempt income for the purposes of the 1936 Tax Act and the 1997 Tax Act.\n  (2) No deduction is allowable to WoolStock Australia Limited under the 1936 Tax Act or the 1997 Tax Act in respect of stockpile activities.\n  (3) Subdivision 57‑L of Schedule 2D to the 1936 Tax Act does not apply in relation to WoolStock Australia Limited.\n  (4) In this section:\n\n> eligible wool means:\n\n    (a) wool owned by WoolStock Australia Limited at or before the conversion time; and\n    (b) wool acquired by WoolStock Australia Limited after the conversion time for the purpose of facilitating the disposal of wool owned by WoolStock Australia Limited at the conversion time.\n\n> stockpile activities means any of the following activities:\n\n    (a) holding, managing or disposing of eligible wool;\n    (b) distributing the proceeds of sale of eligible wool to registered equity holders or shareholders;\n    (c) activities connected with, or incidental to, activities covered by paragraph (a) or (b), including the temporary investment of the proceeds of sale of eligible wool, pending the distribution of those proceeds to registered equity holders or shareholders.\n\n#### 23 Share capital\n\n  For the purposes of section 160ARDM of the 1936 Tax Act, the creation of share capital by section 13 of this Act is not taken to be, or to result from, the transfer of an amount by WoolStock Australia Limited to its share capital account from another account.\n\n### Division 6—Miscellaneous\n\n#### 24 WoolStock Australia Limited not to be an agency of the Commonwealth etc.\n\n  (1) After the conversion time, WoolStock Australia Limited is not taken, for the purposes of a law, to be:\n    (a) a Commonwealth authority; or\n    (b) established for a public purpose or for a purpose of the Commonwealth; or\n    (c) a public authority or an agency or instrumentality of the Crown;\n  (within the ordinary meaning of the expression concerned) unless a law expressly provides otherwise.\n  (2) After the conversion time, WoolStock Australia Limited is not taken to be a prescribed Commonwealth authority for the purposes of section 128A of the Safety, Rehabilitation and Compensation Act 1988.\n  (3) In this section:\n\n> law means:\n\n    (a) an Act of the Commonwealth or of a State or Territory; or\n    (b) regulations or any other instrument made under such an Act.\n\n#### 25 Compensation for acquisition of property\n\n  (1) If:\n    (a) apart from this section, the operation of this Act would result in the acquisition of property from a person otherwise than on just terms; and\n    (b) the acquisition would be invalid because of paragraph 51(xxxi) of the Constitution;\n  the Commonwealth is liable to pay the person a reasonable amount of compensation in respect of the acquisition.\n  (2) If the Commonwealth and the person do not agree on the amount of the compensation, the person may institute proceedings in the Federal Court of Australia for the recovery from the Commonwealth of such reasonable amount of compensation as the court determines.\n  (3) In this section:\n\n> acquisition of property has the same meaning as in paragraph 51(xxxi) of the Constitution.\n\n> just terms has the same meaning as in paragraph 51(xxxi) of the Constitution.\n\n#### 26 Limited continuation of Commonwealth guarantee\n\n  After the conversion time, the due payment by WoolStock Australia Limited of an amount is, by force of this section, guaranteed by the Commonwealth if:\n    (a) the amount is payable by WoolStock Australia Limited under an obligation incurred before the conversion time; and\n    (b) that obligation has not been varied, after the conversion time, without the written consent of the Minister who administers the Financial Management and Accountability Act 1997; and\n    (c) the repayment of the amount would have been guaranteed under subsection 53(7) of the Wool International Act if that subsection had not been repealed by this Act.\n\n#### 27 Limited continuation of the repealed section 22ZG\n\n  Despite the repeal of section 22ZG of the Wool International Act at the conversion time, that section:\n    (a) continues to have effect after the conversion time in respect of directions given by a relevant Minister before the conversion time; and\n    (b) continues to have effect in respect of such directions as if references to Wool International were references to WoolStock Australia Limited.\n\n#### 28 Accounting records\n\n> For the purposes of the Corporations Act 2001:\n\n    (a) the accounting records kept by WoolStock Australia Limited before the conversion time under section 20 of the Commonwealth Authorities and Companies Act 1997, or under subsection 50(1) of the Wool International Act, are to be treated as financial records of WoolStock Australia Limited; and\n    (b) an annual report and financial statements prepared in relation to a financial year by WoolStock Australia Limited under section 9 of the Commonwealth Authorities and Companies Act 1997, or under section 67 of the Wool International Act, are to be treated as a financial report of WoolStock Australia Limited for that financial year.\n\n#### 29 Regulations\n\n  (1) The Governor‑General may make regulations prescribing matters:\n    (a) required or permitted by this Act to be prescribed; or\n    (b) necessary or convenient to be prescribed for carrying out or giving effect to this Act.\n  (2) In particular, regulations may be made for matters of a transitional or saving nature arising from the amendments made by this Act.","sortOrder":9},{"sectionNumber":"8","sectionType":"section","heading":"Application for registration under Part 5B.1 of the Corporations Law","content":"#### 8 Application for registration under Part 5B.1 of the Corporations Law\n\n  (1) As soon as possible after the commencing time, Wool International must apply to ASIC under Part 5B.1 of the Corporations Law to register Wool International as a public company limited by shares.\n  (2) Wool International is hereby authorised to make the application.\n  (3) The application must be lodged with an office of ASIC in the Australian Capital Territory.\n  (4) The application must be accompanied by a copy of Wool International’s proposed constitution. The proposed constitution must first be approved in writing by the Minister.\n  (5) The following provisions of the Corporations Law do not apply in relation to the application:\n    (a) paragraphs 601BC(2)(e) and (l);\n    (b) subsection 601BC(4);\n    (c) paragraphs 601BC(6)(a), (d) and (e);\n    (d) paragraphs 601BC(8)(a) and (f).","sortOrder":10},{"sectionNumber":"9","sectionType":"section","heading":"Nomination of TrusteeCo to hold shares, units etc. on behalf of other persons","content":"#### 9 Nomination of TrusteeCo to hold shares, units etc. on behalf of other persons\n\n  (1) Before the conversion time, the Minister must nominate a company (TrusteeCo) for the purposes of this section. The nomination must be in writing.\n  (2) TrusteeCo must be a company whose shares are all held by Wool International.\n  (3) After the conversion time, a reference in any instrument to the Chief Executive is to be treated as a reference to TrusteeCo, except where:\n    (a) the reference relates to matters occurring before the conversion time; or\n    (b) the context requires that the reference should continue to be treated as a reference to the Chief Executive.\n  (4) TrusteeCo must ensure that there is in force at all times between the conversion time and the finalisation time a deed under which:\n    (a) TrusteeCo authorises an authorised trustee corporation to exercise all rights, privileges and benefits vested in TrusteeCo by or under this Act or the Wool International Act; and\n    (b) TrusteeCo undertakes not to exercise those rights, privileges and benefits; and\n    (c) the authorised trustee corporation undertakes to perform all duties, liabilities and obligations (other than the obligation imposed by this subsection) vested in TrusteeCo by or under this Act or the Wool International Act.\n  (5) A deed under subsection (4) may relieve the authorised trustee corporation from liability except in the case of fraud, wilful default or neglect.\n  (6) All acts done by the authorised trustee corporation under the deed are taken to have been exercised or performed by TrusteeCo for the purposes of this Act (other than this section) and the Wool International Act.","sortOrder":11},{"sectionNumber":"10","sectionType":"section","heading":"Transfer of units etc. to TrusteeCo","content":"#### 10 Transfer of units etc. to TrusteeCo\n\n  (1) All units that are registered in the name of the Chief Executive immediately before the conversion time are taken to be registered, immediately before the conversion time, in the name of TrusteeCo. Wool International must accordingly change the entries in the register.\n  (2) Any property (including money) that is held by the Chief Executive under the Wool International Act immediately before the conversion time is transferred to TrusteeCo at the conversion time by force of this subsection.\n  (3) If, immediately before the conversion time, any units are shown in the register as being “unclaimed entitlements”, then those units are taken to be registered, immediately before the conversion time, in the name of TrusteeCo. Wool International must accordingly change the entries in the register.","sortOrder":12},{"sectionNumber":"11","sectionType":"section","heading":"Validation of number of units","content":"#### 11 Validation of number of units\n\n  The number of units shown in the register immediately before the commencing time is to be taken to be correct.","sortOrder":13},{"sectionNumber":"12","sectionType":"section","heading":"Certificates in respect of units continue to have effect","content":"#### 12 Certificates in respect of units continue to have effect\n\n  (1) Certificates that have been issued before the conversion time under section 22M of the Wool International Act continue to have effect after the conversion time.\n  (2) This section is enacted for the avoidance of doubt.","sortOrder":14},{"sectionNumber":"13","sectionType":"section","heading":"Share capital","content":"#### 13 Share capital\n\n  From immediately before the conversion time, Wool International is to have a share capital of $349,403.18, divided into 349,403,180 shares.","sortOrder":15},{"sectionNumber":"Division 3","sectionType":"division","heading":"Conversion of Wool International into a company","content":"An Act to privatise Wool International, and for related purposes\n\n## Part 1—Preliminary\n\n#### 1 Short title\n\n  This Act may be cited as the Wool International Privatisation Act 1999.\n\n#### 2 Commencement\n\n  (1) Subject to this section, this Act commences on the day on which it receives the Royal Assent.\n  (2) Schedule 2 commences on a day to be fixed by Proclamation. However, if Schedule 2 does not commence by Proclamation within the period of 6 months beginning on the day on which this Act receives the Royal Assent, then Schedule 2 commences on the first day after the end of that period.\n\n#### 4 Crown to be bound\n\n  This Act binds the Crown in right of the Commonwealth, of each of the States, of the Australian Capital Territory, of the Northern Territory and of Norfolk Island.\n\n#### 5 External Territories\n\n  This Act extends to all the external Territories.\n\n#### 6 Extraterritorial operation\n\n  This Act extends to acts, omissions, matters and things outside Australia, whether or not in a foreign country.\n\n## Part 2—Privatisation of Wool International\n\n### Division 1—Interpretation\n\n#### 7 Definitions\n\n  (1) In this Part, unless the contrary intention appears:\n\n> 1936 Tax Act means the Income Tax Assessment Act 1936.\n\n> 1997 Tax Act means the Income Tax Assessment Act 1997.\n\n> ASIC means the Australian Securities and Investments Commission.\n\n> authorised trustee corporation means each of the bodies corporate listed in Schedule 9 to the Corporations Regulations in force from time to time.\n\n> commencing time means the beginning of the day on which this Act receives the Royal Assent.\n\n> conversion time means the beginning of 1 July 1999.\n\n> dividend includes any distribution made in respect of shares.\n\n> finalisation time means the end of one month after the final distribution under Part 4B of the Wool International Act.\n\n> income year has the same meaning as in the 1997 Tax Act.\n\n> instrument means:\n\n    (a) an Act or any instrument under an Act; or\n    (b) any other document.\n\n> person includes a partnership.\n\n> register means the register of equity holders referred to in section 22B of the Wool International Act.\n\n> tax loss has the same meaning as in the 1997 Tax Act.\n\n> TrusteeCo means the company nominated by the Minister under section 9.\n\n> unit means a unit of equity in Wool International, allocated under the Wool International Act.\n\n> Wool International Act means the Wool International Act 1993.\n\n> WoolStock Australia Limited means Wool International, after it is registered under the Corporations Law as mentioned in section 14.\n\n  (2) If an expression used in this Part is defined in the Wool International Act, then the expression has the meaning given by that Act.\n\n### Division 2—Preliminary matters\n\n#### 8 Application for registration under Part 5B.1 of the Corporations Law\n\n  (1) As soon as possible after the commencing time, Wool International must apply to ASIC under Part 5B.1 of the Corporations Law to register Wool International as a public company limited by shares.\n  (2) Wool International is hereby authorised to make the application.\n  (3) The application must be lodged with an office of ASIC in the Australian Capital Territory.\n  (4) The application must be accompanied by a copy of Wool International’s proposed constitution. The proposed constitution must first be approved in writing by the Minister.\n  (5) The following provisions of the Corporations Law do not apply in relation to the application:\n    (a) paragraphs 601BC(2)(e) and (l);\n    (b) subsection 601BC(4);\n    (c) paragraphs 601BC(6)(a), (d) and (e);\n    (d) paragraphs 601BC(8)(a) and (f).\n\n#### 9 Nomination of TrusteeCo to hold shares, units etc. on behalf of other persons\n\n  (1) Before the conversion time, the Minister must nominate a company (TrusteeCo) for the purposes of this section. The nomination must be in writing.\n  (2) TrusteeCo must be a company whose shares are all held by Wool International.\n  (3) After the conversion time, a reference in any instrument to the Chief Executive is to be treated as a reference to TrusteeCo, except where:\n    (a) the reference relates to matters occurring before the conversion time; or\n    (b) the context requires that the reference should continue to be treated as a reference to the Chief Executive.\n  (4) TrusteeCo must ensure that there is in force at all times between the conversion time and the finalisation time a deed under which:\n    (a) TrusteeCo authorises an authorised trustee corporation to exercise all rights, privileges and benefits vested in TrusteeCo by or under this Act or the Wool International Act; and\n    (b) TrusteeCo undertakes not to exercise those rights, privileges and benefits; and\n    (c) the authorised trustee corporation undertakes to perform all duties, liabilities and obligations (other than the obligation imposed by this subsection) vested in TrusteeCo by or under this Act or the Wool International Act.\n  (5) A deed under subsection (4) may relieve the authorised trustee corporation from liability except in the case of fraud, wilful default or neglect.\n  (6) All acts done by the authorised trustee corporation under the deed are taken to have been exercised or performed by TrusteeCo for the purposes of this Act (other than this section) and the Wool International Act.\n\n#### 10 Transfer of units etc. to TrusteeCo\n\n  (1) All units that are registered in the name of the Chief Executive immediately before the conversion time are taken to be registered, immediately before the conversion time, in the name of TrusteeCo. Wool International must accordingly change the entries in the register.\n  (2) Any property (including money) that is held by the Chief Executive under the Wool International Act immediately before the conversion time is transferred to TrusteeCo at the conversion time by force of this subsection.\n  (3) If, immediately before the conversion time, any units are shown in the register as being “unclaimed entitlements”, then those units are taken to be registered, immediately before the conversion time, in the name of TrusteeCo. Wool International must accordingly change the entries in the register.\n\n#### 11 Validation of number of units\n\n  The number of units shown in the register immediately before the commencing time is to be taken to be correct.\n\n#### 12 Certificates in respect of units continue to have effect\n\n  (1) Certificates that have been issued before the conversion time under section 22M of the Wool International Act continue to have effect after the conversion time.\n  (2) This section is enacted for the avoidance of doubt.\n\n#### 13 Share capital\n\n  From immediately before the conversion time, Wool International is to have a share capital of $349,403.18, divided into 349,403,180 shares.\n\n### Division 3—Conversion of Wool International into a company\n\n#### 14 Registration under Part 5B.1 of the Corporations Law\n\n  (1) At the conversion time, ASIC is taken to have registered Wool International under section 601BD of the Corporations Law:\n    (a) as a public company limited by shares; and\n    (b) with the name “WoolStock Australia Limited”.\n  (2) ASIC must issue a certificate and ACN under section 601BD of the Corporations Law in respect of the registration. The date of registration is to be the day on which the conversion time occurred.\n\n#### 15 Operation of the Corporations Act after conversion time\n\n  Nothing in this Part prevents any of the following, after the conversion time:\n    (a) a variation of the share capital of WoolStock Australia Limited;\n    (b) a change in the name of WoolStock Australia Limited;\n    (c) a change in the structure, constitution or membership of WoolStock Australia Limited.\n\n### Division 4—Shares in Wool International\n\n#### 16 Issue of shares to registered equity holders\n\n  (1) At the conversion time, one share in WoolStock Australia Limited is taken to be issued, as fully paid, in respect of each unit, as follows:\n    (a) if the unit is registered at the conversion time in the name of the person (other than TrusteeCo) who is entitled to be registered as the holder of the unit, then the share is taken to be issued to that person;\n    (b) if the unit is registered at the conversion time in the name of a partnership that is entitled to be registered as the holder of the unit, then the share is taken to be issued to the partners jointly;\n    (c) if the unit is registered at the conversion time in the name of TrusteeCo in respect of a putative equity holder, then the share is taken to be issued to TrusteeCo;\n    (d) if the unit is registered in the name of TrusteeCo by the operation of subsection 10(3), then the share is taken to be issued to TrusteeCo;\n    (e) in all other cases, the share is taken to be issued to TrusteeCo.\n  (2) A person to whom shares are taken to be issued under subsection (1):\n    (a) becomes a member of WoolStock Australia Limited, by force of this section, and is taken to have consented to become a member; and\n    (b) is entitled to the same rights, privileges and benefits in respect of that membership as if the person had become a member under the constitution of WoolStock Australia Limited; and\n    (c) is subject to the same duties, liabilities and obligations in respect of that membership as if the person had become a member under the constitution of WoolStock Australia Limited.\n  (3) The issue of shares to TrusteeCo under this section is not affected by section 259C of the Corporations Law.\n  (4) Subsection 259D(3) of the Corporations Act 2001 does not prevent the exercise of voting rights by TrusteeCo in respect of shares issued to it under this section.\n\n#### 17 Charges on shares\n\n  (1) A share that is taken to be issued under section 16 in respect of a unit is subject to the same charges (if any) as the unit was subject to immediately before the conversion time.\n  (2) The charge created by subsection (1):\n    (a) is taken to be created at the conversion time; and\n    (b) extends to dividends in respect of the share, if the charge on the unit extends to distributions on the unit; and\n    (c) secures the same obligations as are secured by the charge on the unit.\n  (3) If the unit was subject to more than one charge, then the charges on the share have the same priorities among themselves as the charges on the unit.\n  (4) WoolStock Australia Limited must issue separate share certificates for:\n    (a) shares that are subject to a charge because of this section; and\n    (b) shares that are not subject to such a charge.\n  (5) If:\n    (a) an amount (the dividend amount) becomes payable by WoolStock Australia Limited in respect of the shares in WoolStock Australia Limited that are held by a person who is a registered equity holder; and\n    (b) those shares are subject to one or more charges because of this section; and\n    (c) the registered equity holder has authorised WoolStock Australia Limited to make payments under subsection 22R(4) of the Wool International Act;\n  then the following provisions apply:\n    (d) if the shares are subject to only one charge—WoolStock Australia Limited must pay to the beneficiary under the charge so much of the dividend amount as does not exceed the amount of the debt secured by the charge;\n    (e) if the shares are subject to more than one charge—WoolStock Australia Limited must pay to the beneficiary under each charge so much of the dividend amount 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;\n    (f) in either case—WoolStock Australia Limited must pay the balance of the dividend amount to the registered equity holder.\n\n#### 18 Dealings by TrusteeCo with shares held for putative equity holders\n\n  (1) This section applies to shares that are held by TrusteeCo and were taken to be issued to TrusteeCo under paragraph 16(1)(c).\n  (2) After the conversion time:\n    (a) Part 4C of the Wool International Act applies in relation to those shares in the same way as that Part applies in relation to units held by TrusteeCo; and\n    (b) subsection 22H(2) of the Wool International Act applies in relation to those shares in the same way as that subsection applies in relation to units.\n  (3) After the conversion time, Part 4D of the Wool International Act applies in relation to money received by TrusteeCo in respect of those shares in the same way as that Part applies in relation to distributions received by TrusteeCo in respect of units held by TrusteeCo.\n\n#### 19 Dealings by TrusteeCo with shares held in respect of unclaimed units or wrong‑name units\n\n  (1) This section applies to shares that are held by TrusteeCo and were taken to be issued to TrusteeCo:\n    (a) under paragraph 16(1)(d) in respect of units (unclaimed units) shown in the register as “unclaimed entitlements”; or\n    (b) under paragraph 16(1)(e) in respect of other units (wrong‑name units).\n  (2) TrusteeCo holds the shares on trust until they are transferred in accordance with subsection (6).\n  (3) TrusteeCo holds on trust any dividends that it receives in respect of the shares.\n  (4) Section 22Y of the Wool International Act applies in relation to the dividends in the same way as it applies in relation to distributions received by TrusteeCo in respect of units.\n\n> Note: Section 22Y of the Wool International Act allows TrusteeCo to invest, and requires income from investment to be paid to WoolStock Australia Limited.\n\n  (5) If, at the finalisation time, TrusteeCo holds any shares that are not required to be transferred in accordance with subsection (6), then:\n    (a) TrusteeCo must pay to WoolStock Australia Limited the amount of any dividends that TrusteeCo has received in respect of those shares; and\n    (b) those shares are cancelled at the finalisation time, by force of this subsection.\n  (6) If the register is amended before the finalisation time so that:\n    (a) in the case of unclaimed units—the register shows the correct name of the person who is entitled to be registered in respect of the units and no longer shows the units as “unclaimed entitlements”; or\n    (b) in the case of wrong‑name units—the register shows the correct name of the person who is entitled to be registered in respect of the units;\n  then TrusteeCo must:\n    (c) transfer the shares to that person; and\n    (d) pay to that person the amount of any dividends received by TrusteeCo in respect of the shares.\n\n### Division 5—Taxation\n\n#### 20 Operation of CGT rules\n\n  (1) None of the following is to be treated as being a CGT event, or as giving rise to a CGT event, for the purposes of the 1997 Tax Act:\n    (a) any amendment of the Wool International Act made by this Act;\n    (b) the issue of a share under section 16;\n    (c) the creation of a charge over a share under section 17;\n    (d) the registration of a unit in the name of TrusteeCo under section 10;\n    (e) the transfer of any money or property to TrusteeCo under section 10.\n  (2) Any units that were issued under section 22D of the Wool International Act in respect of wool tax paid by a person in the course of carrying on a business are to be treated as being:\n    (a) an asset of that business; and\n    (b) inherently connected with that business;\n  for the purpose of applying Divisions 17A and 17B of Part IIIA of the 1936 Tax Act in relation to a time after the conversion time.\n\n#### 21 Distributions in respect of units\n\n  If units have been issued under section 22D of the Wool International Act in respect of wool tax paid by a person in the course of carrying on a business, then any distribution to that person after the conversion time under Part 4B of the Wool International Act:\n    (a) is to be treated, for the purposes of the 1936 Tax Act, as being income derived from the carrying on by the person of a business of primary production in Australia; and\n    (b) is to be treated, for the purposes of the 1936 Tax Act and the 1997 Tax Act, as income derived from, or resulting from, the carrying on by the person of a primary production business.\n\n#### 22 Tax treatment of stockpile activities\n\n  (1) Amounts derived by WoolStock Australia Limited from stockpile activities are exempt income for the purposes of the 1936 Tax Act and the 1997 Tax Act.\n  (2) No deduction is allowable to WoolStock Australia Limited under the 1936 Tax Act or the 1997 Tax Act in respect of stockpile activities.\n  (3) Subdivision 57‑L of Schedule 2D to the 1936 Tax Act does not apply in relation to WoolStock Australia Limited.\n  (4) In this section:\n\n> eligible wool means:\n\n    (a) wool owned by WoolStock Australia Limited at or before the conversion time; and\n    (b) wool acquired by WoolStock Australia Limited after the conversion time for the purpose of facilitating the disposal of wool owned by WoolStock Australia Limited at the conversion time.\n\n> stockpile activities means any of the following activities:\n\n    (a) holding, managing or disposing of eligible wool;\n    (b) distributing the proceeds of sale of eligible wool to registered equity holders or shareholders;\n    (c) activities connected with, or incidental to, activities covered by paragraph (a) or (b), including the temporary investment of the proceeds of sale of eligible wool, pending the distribution of those proceeds to registered equity holders or shareholders.\n\n#### 23 Share capital\n\n  For the purposes of section 160ARDM of the 1936 Tax Act, the creation of share capital by section 13 of this Act is not taken to be, or to result from, the transfer of an amount by WoolStock Australia Limited to its share capital account from another account.\n\n### Division 6—Miscellaneous\n\n#### 24 WoolStock Australia Limited not to be an agency of the Commonwealth etc.\n\n  (1) After the conversion time, WoolStock Australia Limited is not taken, for the purposes of a law, to be:\n    (a) a Commonwealth authority; or\n    (b) established for a public purpose or for a purpose of the Commonwealth; or\n    (c) a public authority or an agency or instrumentality of the Crown;\n  (within the ordinary meaning of the expression concerned) unless a law expressly provides otherwise.\n  (2) After the conversion time, WoolStock Australia Limited is not taken to be a prescribed Commonwealth authority for the purposes of section 128A of the Safety, Rehabilitation and Compensation Act 1988.\n  (3) In this section:\n\n> law means:\n\n    (a) an Act of the Commonwealth or of a State or Territory; or\n    (b) regulations or any other instrument made under such an Act.\n\n#### 25 Compensation for acquisition of property\n\n  (1) If:\n    (a) apart from this section, the operation of this Act would result in the acquisition of property from a person otherwise than on just terms; and\n    (b) the acquisition would be invalid because of paragraph 51(xxxi) of the Constitution;\n  the Commonwealth is liable to pay the person a reasonable amount of compensation in respect of the acquisition.\n  (2) If the Commonwealth and the person do not agree on the amount of the compensation, the person may institute proceedings in the Federal Court of Australia for the recovery from the Commonwealth of such reasonable amount of compensation as the court determines.\n  (3) In this section:\n\n> acquisition of property has the same meaning as in paragraph 51(xxxi) of the Constitution.\n\n> just terms has the same meaning as in paragraph 51(xxxi) of the Constitution.\n\n#### 26 Limited continuation of Commonwealth guarantee\n\n  After the conversion time, the due payment by WoolStock Australia Limited of an amount is, by force of this section, guaranteed by the Commonwealth if:\n    (a) the amount is payable by WoolStock Australia Limited under an obligation incurred before the conversion time; and\n    (b) that obligation has not been varied, after the conversion time, without the written consent of the Minister who administers the Financial Management and Accountability Act 1997; and\n    (c) the repayment of the amount would have been guaranteed under subsection 53(7) of the Wool International Act if that subsection had not been repealed by this Act.\n\n#### 27 Limited continuation of the repealed section 22ZG\n\n  Despite the repeal of section 22ZG of the Wool International Act at the conversion time, that section:\n    (a) continues to have effect after the conversion time in respect of directions given by a relevant Minister before the conversion time; and\n    (b) continues to have effect in respect of such directions as if references to Wool International were references to WoolStock Australia Limited.\n\n#### 28 Accounting records\n\n> For the purposes of the Corporations Act 2001:\n\n    (a) the accounting records kept by WoolStock Australia Limited before the conversion time under section 20 of the Commonwealth Authorities and Companies Act 1997, or under subsection 50(1) of the Wool International Act, are to be treated as financial records of WoolStock Australia Limited; and\n    (b) an annual report and financial statements prepared in relation to a financial year by WoolStock Australia Limited under section 9 of the Commonwealth Authorities and Companies Act 1997, or under section 67 of the Wool International Act, are to be treated as a financial report of WoolStock Australia Limited for that financial year.\n\n#### 29 Regulations\n\n  (1) The Governor‑General may make regulations prescribing matters:\n    (a) required or permitted by this Act to be prescribed; or\n    (b) necessary or convenient to be prescribed for carrying out or giving effect to this Act.\n  (2) In particular, regulations may be made for matters of a transitional or saving nature arising from the amendments made by this Act.","sortOrder":16},{"sectionNumber":"14","sectionType":"section","heading":"Registration under Part 5B.1 of the Corporations Law","content":"#### 14 Registration under Part 5B.1 of the Corporations Law\n\n  (1) At the conversion time, ASIC is taken to have registered Wool International under section 601BD of the Corporations Law:\n    (a) as a public company limited by shares; and\n    (b) with the name “WoolStock Australia Limited”.\n  (2) ASIC must issue a certificate and ACN under section 601BD of the Corporations Law in respect of the registration. The date of registration is to be the day on which the conversion time occurred.","sortOrder":17},{"sectionNumber":"15","sectionType":"section","heading":"Operation of the Corporations Act after conversion time","content":"#### 15 Operation of the Corporations Act after conversion time\n\n  Nothing in this Part prevents any of the following, after the conversion time:\n    (a) a variation of the share capital of WoolStock Australia Limited;\n    (b) a change in the name of WoolStock Australia Limited;\n    (c) a change in the structure, constitution or membership of WoolStock Australia Limited.","sortOrder":18},{"sectionNumber":"Division 4","sectionType":"division","heading":"Shares in Wool International","content":"An Act to privatise Wool International, and for related purposes\n\n## Part 1—Preliminary\n\n#### 1 Short title\n\n  This Act may be cited as the Wool International Privatisation Act 1999.\n\n#### 2 Commencement\n\n  (1) Subject to this section, this Act commences on the day on which it receives the Royal Assent.\n  (2) Schedule 2 commences on a day to be fixed by Proclamation. However, if Schedule 2 does not commence by Proclamation within the period of 6 months beginning on the day on which this Act receives the Royal Assent, then Schedule 2 commences on the first day after the end of that period.\n\n#### 4 Crown to be bound\n\n  This Act binds the Crown in right of the Commonwealth, of each of the States, of the Australian Capital Territory, of the Northern Territory and of Norfolk Island.\n\n#### 5 External Territories\n\n  This Act extends to all the external Territories.\n\n#### 6 Extraterritorial operation\n\n  This Act extends to acts, omissions, matters and things outside Australia, whether or not in a foreign country.\n\n## Part 2—Privatisation of Wool International\n\n### Division 1—Interpretation\n\n#### 7 Definitions\n\n  (1) In this Part, unless the contrary intention appears:\n\n> 1936 Tax Act means the Income Tax Assessment Act 1936.\n\n> 1997 Tax Act means the Income Tax Assessment Act 1997.\n\n> ASIC means the Australian Securities and Investments Commission.\n\n> authorised trustee corporation means each of the bodies corporate listed in Schedule 9 to the Corporations Regulations in force from time to time.\n\n> commencing time means the beginning of the day on which this Act receives the Royal Assent.\n\n> conversion time means the beginning of 1 July 1999.\n\n> dividend includes any distribution made in respect of shares.\n\n> finalisation time means the end of one month after the final distribution under Part 4B of the Wool International Act.\n\n> income year has the same meaning as in the 1997 Tax Act.\n\n> instrument means:\n\n    (a) an Act or any instrument under an Act; or\n    (b) any other document.\n\n> person includes a partnership.\n\n> register means the register of equity holders referred to in section 22B of the Wool International Act.\n\n> tax loss has the same meaning as in the 1997 Tax Act.\n\n> TrusteeCo means the company nominated by the Minister under section 9.\n\n> unit means a unit of equity in Wool International, allocated under the Wool International Act.\n\n> Wool International Act means the Wool International Act 1993.\n\n> WoolStock Australia Limited means Wool International, after it is registered under the Corporations Law as mentioned in section 14.\n\n  (2) If an expression used in this Part is defined in the Wool International Act, then the expression has the meaning given by that Act.\n\n### Division 2—Preliminary matters\n\n#### 8 Application for registration under Part 5B.1 of the Corporations Law\n\n  (1) As soon as possible after the commencing time, Wool International must apply to ASIC under Part 5B.1 of the Corporations Law to register Wool International as a public company limited by shares.\n  (2) Wool International is hereby authorised to make the application.\n  (3) The application must be lodged with an office of ASIC in the Australian Capital Territory.\n  (4) The application must be accompanied by a copy of Wool International’s proposed constitution. The proposed constitution must first be approved in writing by the Minister.\n  (5) The following provisions of the Corporations Law do not apply in relation to the application:\n    (a) paragraphs 601BC(2)(e) and (l);\n    (b) subsection 601BC(4);\n    (c) paragraphs 601BC(6)(a), (d) and (e);\n    (d) paragraphs 601BC(8)(a) and (f).\n\n#### 9 Nomination of TrusteeCo to hold shares, units etc. on behalf of other persons\n\n  (1) Before the conversion time, the Minister must nominate a company (TrusteeCo) for the purposes of this section. The nomination must be in writing.\n  (2) TrusteeCo must be a company whose shares are all held by Wool International.\n  (3) After the conversion time, a reference in any instrument to the Chief Executive is to be treated as a reference to TrusteeCo, except where:\n    (a) the reference relates to matters occurring before the conversion time; or\n    (b) the context requires that the reference should continue to be treated as a reference to the Chief Executive.\n  (4) TrusteeCo must ensure that there is in force at all times between the conversion time and the finalisation time a deed under which:\n    (a) TrusteeCo authorises an authorised trustee corporation to exercise all rights, privileges and benefits vested in TrusteeCo by or under this Act or the Wool International Act; and\n    (b) TrusteeCo undertakes not to exercise those rights, privileges and benefits; and\n    (c) the authorised trustee corporation undertakes to perform all duties, liabilities and obligations (other than the obligation imposed by this subsection) vested in TrusteeCo by or under this Act or the Wool International Act.\n  (5) A deed under subsection (4) may relieve the authorised trustee corporation from liability except in the case of fraud, wilful default or neglect.\n  (6) All acts done by the authorised trustee corporation under the deed are taken to have been exercised or performed by TrusteeCo for the purposes of this Act (other than this section) and the Wool International Act.\n\n#### 10 Transfer of units etc. to TrusteeCo\n\n  (1) All units that are registered in the name of the Chief Executive immediately before the conversion time are taken to be registered, immediately before the conversion time, in the name of TrusteeCo. Wool International must accordingly change the entries in the register.\n  (2) Any property (including money) that is held by the Chief Executive under the Wool International Act immediately before the conversion time is transferred to TrusteeCo at the conversion time by force of this subsection.\n  (3) If, immediately before the conversion time, any units are shown in the register as being “unclaimed entitlements”, then those units are taken to be registered, immediately before the conversion time, in the name of TrusteeCo. Wool International must accordingly change the entries in the register.\n\n#### 11 Validation of number of units\n\n  The number of units shown in the register immediately before the commencing time is to be taken to be correct.\n\n#### 12 Certificates in respect of units continue to have effect\n\n  (1) Certificates that have been issued before the conversion time under section 22M of the Wool International Act continue to have effect after the conversion time.\n  (2) This section is enacted for the avoidance of doubt.\n\n#### 13 Share capital\n\n  From immediately before the conversion time, Wool International is to have a share capital of $349,403.18, divided into 349,403,180 shares.\n\n### Division 3—Conversion of Wool International into a company\n\n#### 14 Registration under Part 5B.1 of the Corporations Law\n\n  (1) At the conversion time, ASIC is taken to have registered Wool International under section 601BD of the Corporations Law:\n    (a) as a public company limited by shares; and\n    (b) with the name “WoolStock Australia Limited”.\n  (2) ASIC must issue a certificate and ACN under section 601BD of the Corporations Law in respect of the registration. The date of registration is to be the day on which the conversion time occurred.\n\n#### 15 Operation of the Corporations Act after conversion time\n\n  Nothing in this Part prevents any of the following, after the conversion time:\n    (a) a variation of the share capital of WoolStock Australia Limited;\n    (b) a change in the name of WoolStock Australia Limited;\n    (c) a change in the structure, constitution or membership of WoolStock Australia Limited.\n\n### Division 4—Shares in Wool International\n\n#### 16 Issue of shares to registered equity holders\n\n  (1) At the conversion time, one share in WoolStock Australia Limited is taken to be issued, as fully paid, in respect of each unit, as follows:\n    (a) if the unit is registered at the conversion time in the name of the person (other than TrusteeCo) who is entitled to be registered as the holder of the unit, then the share is taken to be issued to that person;\n    (b) if the unit is registered at the conversion time in the name of a partnership that is entitled to be registered as the holder of the unit, then the share is taken to be issued to the partners jointly;\n    (c) if the unit is registered at the conversion time in the name of TrusteeCo in respect of a putative equity holder, then the share is taken to be issued to TrusteeCo;\n    (d) if the unit is registered in the name of TrusteeCo by the operation of subsection 10(3), then the share is taken to be issued to TrusteeCo;\n    (e) in all other cases, the share is taken to be issued to TrusteeCo.\n  (2) A person to whom shares are taken to be issued under subsection (1):\n    (a) becomes a member of WoolStock Australia Limited, by force of this section, and is taken to have consented to become a member; and\n    (b) is entitled to the same rights, privileges and benefits in respect of that membership as if the person had become a member under the constitution of WoolStock Australia Limited; and\n    (c) is subject to the same duties, liabilities and obligations in respect of that membership as if the person had become a member under the constitution of WoolStock Australia Limited.\n  (3) The issue of shares to TrusteeCo under this section is not affected by section 259C of the Corporations Law.\n  (4) Subsection 259D(3) of the Corporations Act 2001 does not prevent the exercise of voting rights by TrusteeCo in respect of shares issued to it under this section.\n\n#### 17 Charges on shares\n\n  (1) A share that is taken to be issued under section 16 in respect of a unit is subject to the same charges (if any) as the unit was subject to immediately before the conversion time.\n  (2) The charge created by subsection (1):\n    (a) is taken to be created at the conversion time; and\n    (b) extends to dividends in respect of the share, if the charge on the unit extends to distributions on the unit; and\n    (c) secures the same obligations as are secured by the charge on the unit.\n  (3) If the unit was subject to more than one charge, then the charges on the share have the same priorities among themselves as the charges on the unit.\n  (4) WoolStock Australia Limited must issue separate share certificates for:\n    (a) shares that are subject to a charge because of this section; and\n    (b) shares that are not subject to such a charge.\n  (5) If:\n    (a) an amount (the dividend amount) becomes payable by WoolStock Australia Limited in respect of the shares in WoolStock Australia Limited that are held by a person who is a registered equity holder; and\n    (b) those shares are subject to one or more charges because of this section; and\n    (c) the registered equity holder has authorised WoolStock Australia Limited to make payments under subsection 22R(4) of the Wool International Act;\n  then the following provisions apply:\n    (d) if the shares are subject to only one charge—WoolStock Australia Limited must pay to the beneficiary under the charge so much of the dividend amount as does not exceed the amount of the debt secured by the charge;\n    (e) if the shares are subject to more than one charge—WoolStock Australia Limited must pay to the beneficiary under each charge so much of the dividend amount 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;\n    (f) in either case—WoolStock Australia Limited must pay the balance of the dividend amount to the registered equity holder.\n\n#### 18 Dealings by TrusteeCo with shares held for putative equity holders\n\n  (1) This section applies to shares that are held by TrusteeCo and were taken to be issued to TrusteeCo under paragraph 16(1)(c).\n  (2) After the conversion time:\n    (a) Part 4C of the Wool International Act applies in relation to those shares in the same way as that Part applies in relation to units held by TrusteeCo; and\n    (b) subsection 22H(2) of the Wool International Act applies in relation to those shares in the same way as that subsection applies in relation to units.\n  (3) After the conversion time, Part 4D of the Wool International Act applies in relation to money received by TrusteeCo in respect of those shares in the same way as that Part applies in relation to distributions received by TrusteeCo in respect of units held by TrusteeCo.\n\n#### 19 Dealings by TrusteeCo with shares held in respect of unclaimed units or wrong‑name units\n\n  (1) This section applies to shares that are held by TrusteeCo and were taken to be issued to TrusteeCo:\n    (a) under paragraph 16(1)(d) in respect of units (unclaimed units) shown in the register as “unclaimed entitlements”; or\n    (b) under paragraph 16(1)(e) in respect of other units (wrong‑name units).\n  (2) TrusteeCo holds the shares on trust until they are transferred in accordance with subsection (6).\n  (3) TrusteeCo holds on trust any dividends that it receives in respect of the shares.\n  (4) Section 22Y of the Wool International Act applies in relation to the dividends in the same way as it applies in relation to distributions received by TrusteeCo in respect of units.\n\n> Note: Section 22Y of the Wool International Act allows TrusteeCo to invest, and requires income from investment to be paid to WoolStock Australia Limited.\n\n  (5) If, at the finalisation time, TrusteeCo holds any shares that are not required to be transferred in accordance with subsection (6), then:\n    (a) TrusteeCo must pay to WoolStock Australia Limited the amount of any dividends that TrusteeCo has received in respect of those shares; and\n    (b) those shares are cancelled at the finalisation time, by force of this subsection.\n  (6) If the register is amended before the finalisation time so that:\n    (a) in the case of unclaimed units—the register shows the correct name of the person who is entitled to be registered in respect of the units and no longer shows the units as “unclaimed entitlements”; or\n    (b) in the case of wrong‑name units—the register shows the correct name of the person who is entitled to be registered in respect of the units;\n  then TrusteeCo must:\n    (c) transfer the shares to that person; and\n    (d) pay to that person the amount of any dividends received by TrusteeCo in respect of the shares.\n\n### Division 5—Taxation\n\n#### 20 Operation of CGT rules\n\n  (1) None of the following is to be treated as being a CGT event, or as giving rise to a CGT event, for the purposes of the 1997 Tax Act:\n    (a) any amendment of the Wool International Act made by this Act;\n    (b) the issue of a share under section 16;\n    (c) the creation of a charge over a share under section 17;\n    (d) the registration of a unit in the name of TrusteeCo under section 10;\n    (e) the transfer of any money or property to TrusteeCo under section 10.\n  (2) Any units that were issued under section 22D of the Wool International Act in respect of wool tax paid by a person in the course of carrying on a business are to be treated as being:\n    (a) an asset of that business; and\n    (b) inherently connected with that business;\n  for the purpose of applying Divisions 17A and 17B of Part IIIA of the 1936 Tax Act in relation to a time after the conversion time.\n\n#### 21 Distributions in respect of units\n\n  If units have been issued under section 22D of the Wool International Act in respect of wool tax paid by a person in the course of carrying on a business, then any distribution to that person after the conversion time under Part 4B of the Wool International Act:\n    (a) is to be treated, for the purposes of the 1936 Tax Act, as being income derived from the carrying on by the person of a business of primary production in Australia; and\n    (b) is to be treated, for the purposes of the 1936 Tax Act and the 1997 Tax Act, as income derived from, or resulting from, the carrying on by the person of a primary production business.\n\n#### 22 Tax treatment of stockpile activities\n\n  (1) Amounts derived by WoolStock Australia Limited from stockpile activities are exempt income for the purposes of the 1936 Tax Act and the 1997 Tax Act.\n  (2) No deduction is allowable to WoolStock Australia Limited under the 1936 Tax Act or the 1997 Tax Act in respect of stockpile activities.\n  (3) Subdivision 57‑L of Schedule 2D to the 1936 Tax Act does not apply in relation to WoolStock Australia Limited.\n  (4) In this section:\n\n> eligible wool means:\n\n    (a) wool owned by WoolStock Australia Limited at or before the conversion time; and\n    (b) wool acquired by WoolStock Australia Limited after the conversion time for the purpose of facilitating the disposal of wool owned by WoolStock Australia Limited at the conversion time.\n\n> stockpile activities means any of the following activities:\n\n    (a) holding, managing or disposing of eligible wool;\n    (b) distributing the proceeds of sale of eligible wool to registered equity holders or shareholders;\n    (c) activities connected with, or incidental to, activities covered by paragraph (a) or (b), including the temporary investment of the proceeds of sale of eligible wool, pending the distribution of those proceeds to registered equity holders or shareholders.\n\n#### 23 Share capital\n\n  For the purposes of section 160ARDM of the 1936 Tax Act, the creation of share capital by section 13 of this Act is not taken to be, or to result from, the transfer of an amount by WoolStock Australia Limited to its share capital account from another account.\n\n### Division 6—Miscellaneous\n\n#### 24 WoolStock Australia Limited not to be an agency of the Commonwealth etc.\n\n  (1) After the conversion time, WoolStock Australia Limited is not taken, for the purposes of a law, to be:\n    (a) a Commonwealth authority; or\n    (b) established for a public purpose or for a purpose of the Commonwealth; or\n    (c) a public authority or an agency or instrumentality of the Crown;\n  (within the ordinary meaning of the expression concerned) unless a law expressly provides otherwise.\n  (2) After the conversion time, WoolStock Australia Limited is not taken to be a prescribed Commonwealth authority for the purposes of section 128A of the Safety, Rehabilitation and Compensation Act 1988.\n  (3) In this section:\n\n> law means:\n\n    (a) an Act of the Commonwealth or of a State or Territory; or\n    (b) regulations or any other instrument made under such an Act.\n\n#### 25 Compensation for acquisition of property\n\n  (1) If:\n    (a) apart from this section, the operation of this Act would result in the acquisition of property from a person otherwise than on just terms; and\n    (b) the acquisition would be invalid because of paragraph 51(xxxi) of the Constitution;\n  the Commonwealth is liable to pay the person a reasonable amount of compensation in respect of the acquisition.\n  (2) If the Commonwealth and the person do not agree on the amount of the compensation, the person may institute proceedings in the Federal Court of Australia for the recovery from the Commonwealth of such reasonable amount of compensation as the court determines.\n  (3) In this section:\n\n> acquisition of property has the same meaning as in paragraph 51(xxxi) of the Constitution.\n\n> just terms has the same meaning as in paragraph 51(xxxi) of the Constitution.\n\n#### 26 Limited continuation of Commonwealth guarantee\n\n  After the conversion time, the due payment by WoolStock Australia Limited of an amount is, by force of this section, guaranteed by the Commonwealth if:\n    (a) the amount is payable by WoolStock Australia Limited under an obligation incurred before the conversion time; and\n    (b) that obligation has not been varied, after the conversion time, without the written consent of the Minister who administers the Financial Management and Accountability Act 1997; and\n    (c) the repayment of the amount would have been guaranteed under subsection 53(7) of the Wool International Act if that subsection had not been repealed by this Act.\n\n#### 27 Limited continuation of the repealed section 22ZG\n\n  Despite the repeal of section 22ZG of the Wool International Act at the conversion time, that section:\n    (a) continues to have effect after the conversion time in respect of directions given by a relevant Minister before the conversion time; and\n    (b) continues to have effect in respect of such directions as if references to Wool International were references to WoolStock Australia Limited.\n\n#### 28 Accounting records\n\n> For the purposes of the Corporations Act 2001:\n\n    (a) the accounting records kept by WoolStock Australia Limited before the conversion time under section 20 of the Commonwealth Authorities and Companies Act 1997, or under subsection 50(1) of the Wool International Act, are to be treated as financial records of WoolStock Australia Limited; and\n    (b) an annual report and financial statements prepared in relation to a financial year by WoolStock Australia Limited under section 9 of the Commonwealth Authorities and Companies Act 1997, or under section 67 of the Wool International Act, are to be treated as a financial report of WoolStock Australia Limited for that financial year.\n\n#### 29 Regulations\n\n  (1) The Governor‑General may make regulations prescribing matters:\n    (a) required or permitted by this Act to be prescribed; or\n    (b) necessary or convenient to be prescribed for carrying out or giving effect to this Act.\n  (2) In particular, regulations may be made for matters of a transitional or saving nature arising from the amendments made by this Act.","sortOrder":19},{"sectionNumber":"16","sectionType":"section","heading":"Issue of shares to registered equity holders","content":"#### 16 Issue of shares to registered equity holders\n\n  (1) At the conversion time, one share in WoolStock Australia Limited is taken to be issued, as fully paid, in respect of each unit, as follows:\n    (a) if the unit is registered at the conversion time in the name of the person (other than TrusteeCo) who is entitled to be registered as the holder of the unit, then the share is taken to be issued to that person;\n    (b) if the unit is registered at the conversion time in the name of a partnership that is entitled to be registered as the holder of the unit, then the share is taken to be issued to the partners jointly;\n    (c) if the unit is registered at the conversion time in the name of TrusteeCo in respect of a putative equity holder, then the share is taken to be issued to TrusteeCo;\n    (d) if the unit is registered in the name of TrusteeCo by the operation of subsection 10(3), then the share is taken to be issued to TrusteeCo;\n    (e) in all other cases, the share is taken to be issued to TrusteeCo.\n  (2) A person to whom shares are taken to be issued under subsection (1):\n    (a) becomes a member of WoolStock Australia Limited, by force of this section, and is taken to have consented to become a member; and\n    (b) is entitled to the same rights, privileges and benefits in respect of that membership as if the person had become a member under the constitution of WoolStock Australia Limited; and\n    (c) is subject to the same duties, liabilities and obligations in respect of that membership as if the person had become a member under the constitution of WoolStock Australia Limited.\n  (3) The issue of shares to TrusteeCo under this section is not affected by section 259C of the Corporations Law.\n  (4) Subsection 259D(3) of the Corporations Act 2001 does not prevent the exercise of voting rights by TrusteeCo in respect of shares issued to it under this section.","sortOrder":20},{"sectionNumber":"17","sectionType":"section","heading":"Charges on shares","content":"#### 17 Charges on shares\n\n  (1) A share that is taken to be issued under section 16 in respect of a unit is subject to the same charges (if any) as the unit was subject to immediately before the conversion time.\n  (2) The charge created by subsection (1):\n    (a) is taken to be created at the conversion time; and\n    (b) extends to dividends in respect of the share, if the charge on the unit extends to distributions on the unit; and\n    (c) secures the same obligations as are secured by the charge on the unit.\n  (3) If the unit was subject to more than one charge, then the charges on the share have the same priorities among themselves as the charges on the unit.\n  (4) WoolStock Australia Limited must issue separate share certificates for:\n    (a) shares that are subject to a charge because of this section; and\n    (b) shares that are not subject to such a charge.\n  (5) If:\n    (a) an amount (the dividend amount) becomes payable by WoolStock Australia Limited in respect of the shares in WoolStock Australia Limited that are held by a person who is a registered equity holder; and\n    (b) those shares are subject to one or more charges because of this section; and\n    (c) the registered equity holder has authorised WoolStock Australia Limited to make payments under subsection 22R(4) of the Wool International Act;\n  then the following provisions apply:\n    (d) if the shares are subject to only one charge—WoolStock Australia Limited must pay to the beneficiary under the charge so much of the dividend amount as does not exceed the amount of the debt secured by the charge;\n    (e) if the shares are subject to more than one charge—WoolStock Australia Limited must pay to the beneficiary under each charge so much of the dividend amount 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;\n    (f) in either case—WoolStock Australia Limited must pay the balance of the dividend amount to the registered equity holder.","sortOrder":21},{"sectionNumber":"18","sectionType":"section","heading":"Dealings by TrusteeCo with shares held for putative equity holders","content":"#### 18 Dealings by TrusteeCo with shares held for putative equity holders\n\n  (1) This section applies to shares that are held by TrusteeCo and were taken to be issued to TrusteeCo under paragraph 16(1)(c).\n  (2) After the conversion time:\n    (a) Part 4C of the Wool International Act applies in relation to those shares in the same way as that Part applies in relation to units held by TrusteeCo; and\n    (b) subsection 22H(2) of the Wool International Act applies in relation to those shares in the same way as that subsection applies in relation to units.\n  (3) After the conversion time, Part 4D of the Wool International Act applies in relation to money received by TrusteeCo in respect of those shares in the same way as that Part applies in relation to distributions received by TrusteeCo in respect of units held by TrusteeCo.","sortOrder":22},{"sectionNumber":"19","sectionType":"section","heading":"Dealings by TrusteeCo with shares held in respect of unclaimed units or wrong‑name units","content":"#### 19 Dealings by TrusteeCo with shares held in respect of unclaimed units or wrong‑name units\n\n  (1) This section applies to shares that are held by TrusteeCo and were taken to be issued to TrusteeCo:\n    (a) under paragraph 16(1)(d) in respect of units (unclaimed units) shown in the register as “unclaimed entitlements”; or\n    (b) under paragraph 16(1)(e) in respect of other units (wrong‑name units).\n  (2) TrusteeCo holds the shares on trust until they are transferred in accordance with subsection (6).\n  (3) TrusteeCo holds on trust any dividends that it receives in respect of the shares.\n  (4) Section 22Y of the Wool International Act applies in relation to the dividends in the same way as it applies in relation to distributions received by TrusteeCo in respect of units.\n\n> Note: Section 22Y of the Wool International Act allows TrusteeCo to invest, and requires income from investment to be paid to WoolStock Australia Limited.\n\n  (5) If, at the finalisation time, TrusteeCo holds any shares that are not required to be transferred in accordance with subsection (6), then:\n    (a) TrusteeCo must pay to WoolStock Australia Limited the amount of any dividends that TrusteeCo has received in respect of those shares; and\n    (b) those shares are cancelled at the finalisation time, by force of this subsection.\n  (6) If the register is amended before the finalisation time so that:\n    (a) in the case of unclaimed units—the register shows the correct name of the person who is entitled to be registered in respect of the units and no longer shows the units as “unclaimed entitlements”; or\n    (b) in the case of wrong‑name units—the register shows the correct name of the person who is entitled to be registered in respect of the units;\n  then TrusteeCo must:\n    (c) transfer the shares to that person; and\n    (d) pay to that person the amount of any dividends received by TrusteeCo in respect of the shares.","sortOrder":23},{"sectionNumber":"Division 5","sectionType":"division","heading":"Taxation","content":"An Act to privatise Wool International, and for related purposes\n\n## Part 1—Preliminary\n\n#### 1 Short title\n\n  This Act may be cited as the Wool International Privatisation Act 1999.\n\n#### 2 Commencement\n\n  (1) Subject to this section, this Act commences on the day on which it receives the Royal Assent.\n  (2) Schedule 2 commences on a day to be fixed by Proclamation. However, if Schedule 2 does not commence by Proclamation within the period of 6 months beginning on the day on which this Act receives the Royal Assent, then Schedule 2 commences on the first day after the end of that period.\n\n#### 4 Crown to be bound\n\n  This Act binds the Crown in right of the Commonwealth, of each of the States, of the Australian Capital Territory, of the Northern Territory and of Norfolk Island.\n\n#### 5 External Territories\n\n  This Act extends to all the external Territories.\n\n#### 6 Extraterritorial operation\n\n  This Act extends to acts, omissions, matters and things outside Australia, whether or not in a foreign country.\n\n## Part 2—Privatisation of Wool International\n\n### Division 1—Interpretation\n\n#### 7 Definitions\n\n  (1) In this Part, unless the contrary intention appears:\n\n> 1936 Tax Act means the Income Tax Assessment Act 1936.\n\n> 1997 Tax Act means the Income Tax Assessment Act 1997.\n\n> ASIC means the Australian Securities and Investments Commission.\n\n> authorised trustee corporation means each of the bodies corporate listed in Schedule 9 to the Corporations Regulations in force from time to time.\n\n> commencing time means the beginning of the day on which this Act receives the Royal Assent.\n\n> conversion time means the beginning of 1 July 1999.\n\n> dividend includes any distribution made in respect of shares.\n\n> finalisation time means the end of one month after the final distribution under Part 4B of the Wool International Act.\n\n> income year has the same meaning as in the 1997 Tax Act.\n\n> instrument means:\n\n    (a) an Act or any instrument under an Act; or\n    (b) any other document.\n\n> person includes a partnership.\n\n> register means the register of equity holders referred to in section 22B of the Wool International Act.\n\n> tax loss has the same meaning as in the 1997 Tax Act.\n\n> TrusteeCo means the company nominated by the Minister under section 9.\n\n> unit means a unit of equity in Wool International, allocated under the Wool International Act.\n\n> Wool International Act means the Wool International Act 1993.\n\n> WoolStock Australia Limited means Wool International, after it is registered under the Corporations Law as mentioned in section 14.\n\n  (2) If an expression used in this Part is defined in the Wool International Act, then the expression has the meaning given by that Act.\n\n### Division 2—Preliminary matters\n\n#### 8 Application for registration under Part 5B.1 of the Corporations Law\n\n  (1) As soon as possible after the commencing time, Wool International must apply to ASIC under Part 5B.1 of the Corporations Law to register Wool International as a public company limited by shares.\n  (2) Wool International is hereby authorised to make the application.\n  (3) The application must be lodged with an office of ASIC in the Australian Capital Territory.\n  (4) The application must be accompanied by a copy of Wool International’s proposed constitution. The proposed constitution must first be approved in writing by the Minister.\n  (5) The following provisions of the Corporations Law do not apply in relation to the application:\n    (a) paragraphs 601BC(2)(e) and (l);\n    (b) subsection 601BC(4);\n    (c) paragraphs 601BC(6)(a), (d) and (e);\n    (d) paragraphs 601BC(8)(a) and (f).\n\n#### 9 Nomination of TrusteeCo to hold shares, units etc. on behalf of other persons\n\n  (1) Before the conversion time, the Minister must nominate a company (TrusteeCo) for the purposes of this section. The nomination must be in writing.\n  (2) TrusteeCo must be a company whose shares are all held by Wool International.\n  (3) After the conversion time, a reference in any instrument to the Chief Executive is to be treated as a reference to TrusteeCo, except where:\n    (a) the reference relates to matters occurring before the conversion time; or\n    (b) the context requires that the reference should continue to be treated as a reference to the Chief Executive.\n  (4) TrusteeCo must ensure that there is in force at all times between the conversion time and the finalisation time a deed under which:\n    (a) TrusteeCo authorises an authorised trustee corporation to exercise all rights, privileges and benefits vested in TrusteeCo by or under this Act or the Wool International Act; and\n    (b) TrusteeCo undertakes not to exercise those rights, privileges and benefits; and\n    (c) the authorised trustee corporation undertakes to perform all duties, liabilities and obligations (other than the obligation imposed by this subsection) vested in TrusteeCo by or under this Act or the Wool International Act.\n  (5) A deed under subsection (4) may relieve the authorised trustee corporation from liability except in the case of fraud, wilful default or neglect.\n  (6) All acts done by the authorised trustee corporation under the deed are taken to have been exercised or performed by TrusteeCo for the purposes of this Act (other than this section) and the Wool International Act.\n\n#### 10 Transfer of units etc. to TrusteeCo\n\n  (1) All units that are registered in the name of the Chief Executive immediately before the conversion time are taken to be registered, immediately before the conversion time, in the name of TrusteeCo. Wool International must accordingly change the entries in the register.\n  (2) Any property (including money) that is held by the Chief Executive under the Wool International Act immediately before the conversion time is transferred to TrusteeCo at the conversion time by force of this subsection.\n  (3) If, immediately before the conversion time, any units are shown in the register as being “unclaimed entitlements”, then those units are taken to be registered, immediately before the conversion time, in the name of TrusteeCo. Wool International must accordingly change the entries in the register.\n\n#### 11 Validation of number of units\n\n  The number of units shown in the register immediately before the commencing time is to be taken to be correct.\n\n#### 12 Certificates in respect of units continue to have effect\n\n  (1) Certificates that have been issued before the conversion time under section 22M of the Wool International Act continue to have effect after the conversion time.\n  (2) This section is enacted for the avoidance of doubt.\n\n#### 13 Share capital\n\n  From immediately before the conversion time, Wool International is to have a share capital of $349,403.18, divided into 349,403,180 shares.\n\n### Division 3—Conversion of Wool International into a company\n\n#### 14 Registration under Part 5B.1 of the Corporations Law\n\n  (1) At the conversion time, ASIC is taken to have registered Wool International under section 601BD of the Corporations Law:\n    (a) as a public company limited by shares; and\n    (b) with the name “WoolStock Australia Limited”.\n  (2) ASIC must issue a certificate and ACN under section 601BD of the Corporations Law in respect of the registration. The date of registration is to be the day on which the conversion time occurred.\n\n#### 15 Operation of the Corporations Act after conversion time\n\n  Nothing in this Part prevents any of the following, after the conversion time:\n    (a) a variation of the share capital of WoolStock Australia Limited;\n    (b) a change in the name of WoolStock Australia Limited;\n    (c) a change in the structure, constitution or membership of WoolStock Australia Limited.\n\n### Division 4—Shares in Wool International\n\n#### 16 Issue of shares to registered equity holders\n\n  (1) At the conversion time, one share in WoolStock Australia Limited is taken to be issued, as fully paid, in respect of each unit, as follows:\n    (a) if the unit is registered at the conversion time in the name of the person (other than TrusteeCo) who is entitled to be registered as the holder of the unit, then the share is taken to be issued to that person;\n    (b) if the unit is registered at the conversion time in the name of a partnership that is entitled to be registered as the holder of the unit, then the share is taken to be issued to the partners jointly;\n    (c) if the unit is registered at the conversion time in the name of TrusteeCo in respect of a putative equity holder, then the share is taken to be issued to TrusteeCo;\n    (d) if the unit is registered in the name of TrusteeCo by the operation of subsection 10(3), then the share is taken to be issued to TrusteeCo;\n    (e) in all other cases, the share is taken to be issued to TrusteeCo.\n  (2) A person to whom shares are taken to be issued under subsection (1):\n    (a) becomes a member of WoolStock Australia Limited, by force of this section, and is taken to have consented to become a member; and\n    (b) is entitled to the same rights, privileges and benefits in respect of that membership as if the person had become a member under the constitution of WoolStock Australia Limited; and\n    (c) is subject to the same duties, liabilities and obligations in respect of that membership as if the person had become a member under the constitution of WoolStock Australia Limited.\n  (3) The issue of shares to TrusteeCo under this section is not affected by section 259C of the Corporations Law.\n  (4) Subsection 259D(3) of the Corporations Act 2001 does not prevent the exercise of voting rights by TrusteeCo in respect of shares issued to it under this section.\n\n#### 17 Charges on shares\n\n  (1) A share that is taken to be issued under section 16 in respect of a unit is subject to the same charges (if any) as the unit was subject to immediately before the conversion time.\n  (2) The charge created by subsection (1):\n    (a) is taken to be created at the conversion time; and\n    (b) extends to dividends in respect of the share, if the charge on the unit extends to distributions on the unit; and\n    (c) secures the same obligations as are secured by the charge on the unit.\n  (3) If the unit was subject to more than one charge, then the charges on the share have the same priorities among themselves as the charges on the unit.\n  (4) WoolStock Australia Limited must issue separate share certificates for:\n    (a) shares that are subject to a charge because of this section; and\n    (b) shares that are not subject to such a charge.\n  (5) If:\n    (a) an amount (the dividend amount) becomes payable by WoolStock Australia Limited in respect of the shares in WoolStock Australia Limited that are held by a person who is a registered equity holder; and\n    (b) those shares are subject to one or more charges because of this section; and\n    (c) the registered equity holder has authorised WoolStock Australia Limited to make payments under subsection 22R(4) of the Wool International Act;\n  then the following provisions apply:\n    (d) if the shares are subject to only one charge—WoolStock Australia Limited must pay to the beneficiary under the charge so much of the dividend amount as does not exceed the amount of the debt secured by the charge;\n    (e) if the shares are subject to more than one charge—WoolStock Australia Limited must pay to the beneficiary under each charge so much of the dividend amount 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;\n    (f) in either case—WoolStock Australia Limited must pay the balance of the dividend amount to the registered equity holder.\n\n#### 18 Dealings by TrusteeCo with shares held for putative equity holders\n\n  (1) This section applies to shares that are held by TrusteeCo and were taken to be issued to TrusteeCo under paragraph 16(1)(c).\n  (2) After the conversion time:\n    (a) Part 4C of the Wool International Act applies in relation to those shares in the same way as that Part applies in relation to units held by TrusteeCo; and\n    (b) subsection 22H(2) of the Wool International Act applies in relation to those shares in the same way as that subsection applies in relation to units.\n  (3) After the conversion time, Part 4D of the Wool International Act applies in relation to money received by TrusteeCo in respect of those shares in the same way as that Part applies in relation to distributions received by TrusteeCo in respect of units held by TrusteeCo.\n\n#### 19 Dealings by TrusteeCo with shares held in respect of unclaimed units or wrong‑name units\n\n  (1) This section applies to shares that are held by TrusteeCo and were taken to be issued to TrusteeCo:\n    (a) under paragraph 16(1)(d) in respect of units (unclaimed units) shown in the register as “unclaimed entitlements”; or\n    (b) under paragraph 16(1)(e) in respect of other units (wrong‑name units).\n  (2) TrusteeCo holds the shares on trust until they are transferred in accordance with subsection (6).\n  (3) TrusteeCo holds on trust any dividends that it receives in respect of the shares.\n  (4) Section 22Y of the Wool International Act applies in relation to the dividends in the same way as it applies in relation to distributions received by TrusteeCo in respect of units.\n\n> Note: Section 22Y of the Wool International Act allows TrusteeCo to invest, and requires income from investment to be paid to WoolStock Australia Limited.\n\n  (5) If, at the finalisation time, TrusteeCo holds any shares that are not required to be transferred in accordance with subsection (6), then:\n    (a) TrusteeCo must pay to WoolStock Australia Limited the amount of any dividends that TrusteeCo has received in respect of those shares; and\n    (b) those shares are cancelled at the finalisation time, by force of this subsection.\n  (6) If the register is amended before the finalisation time so that:\n    (a) in the case of unclaimed units—the register shows the correct name of the person who is entitled to be registered in respect of the units and no longer shows the units as “unclaimed entitlements”; or\n    (b) in the case of wrong‑name units—the register shows the correct name of the person who is entitled to be registered in respect of the units;\n  then TrusteeCo must:\n    (c) transfer the shares to that person; and\n    (d) pay to that person the amount of any dividends received by TrusteeCo in respect of the shares.\n\n### Division 5—Taxation\n\n#### 20 Operation of CGT rules\n\n  (1) None of the following is to be treated as being a CGT event, or as giving rise to a CGT event, for the purposes of the 1997 Tax Act:\n    (a) any amendment of the Wool International Act made by this Act;\n    (b) the issue of a share under section 16;\n    (c) the creation of a charge over a share under section 17;\n    (d) the registration of a unit in the name of TrusteeCo under section 10;\n    (e) the transfer of any money or property to TrusteeCo under section 10.\n  (2) Any units that were issued under section 22D of the Wool International Act in respect of wool tax paid by a person in the course of carrying on a business are to be treated as being:\n    (a) an asset of that business; and\n    (b) inherently connected with that business;\n  for the purpose of applying Divisions 17A and 17B of Part IIIA of the 1936 Tax Act in relation to a time after the conversion time.\n\n#### 21 Distributions in respect of units\n\n  If units have been issued under section 22D of the Wool International Act in respect of wool tax paid by a person in the course of carrying on a business, then any distribution to that person after the conversion time under Part 4B of the Wool International Act:\n    (a) is to be treated, for the purposes of the 1936 Tax Act, as being income derived from the carrying on by the person of a business of primary production in Australia; and\n    (b) is to be treated, for the purposes of the 1936 Tax Act and the 1997 Tax Act, as income derived from, or resulting from, the carrying on by the person of a primary production business.\n\n#### 22 Tax treatment of stockpile activities\n\n  (1) Amounts derived by WoolStock Australia Limited from stockpile activities are exempt income for the purposes of the 1936 Tax Act and the 1997 Tax Act.\n  (2) No deduction is allowable to WoolStock Australia Limited under the 1936 Tax Act or the 1997 Tax Act in respect of stockpile activities.\n  (3) Subdivision 57‑L of Schedule 2D to the 1936 Tax Act does not apply in relation to WoolStock Australia Limited.\n  (4) In this section:\n\n> eligible wool means:\n\n    (a) wool owned by WoolStock Australia Limited at or before the conversion time; and\n    (b) wool acquired by WoolStock Australia Limited after the conversion time for the purpose of facilitating the disposal of wool owned by WoolStock Australia Limited at the conversion time.\n\n> stockpile activities means any of the following activities:\n\n    (a) holding, managing or disposing of eligible wool;\n    (b) distributing the proceeds of sale of eligible wool to registered equity holders or shareholders;\n    (c) activities connected with, or incidental to, activities covered by paragraph (a) or (b), including the temporary investment of the proceeds of sale of eligible wool, pending the distribution of those proceeds to registered equity holders or shareholders.\n\n#### 23 Share capital\n\n  For the purposes of section 160ARDM of the 1936 Tax Act, the creation of share capital by section 13 of this Act is not taken to be, or to result from, the transfer of an amount by WoolStock Australia Limited to its share capital account from another account.\n\n### Division 6—Miscellaneous\n\n#### 24 WoolStock Australia Limited not to be an agency of the Commonwealth etc.\n\n  (1) After the conversion time, WoolStock Australia Limited is not taken, for the purposes of a law, to be:\n    (a) a Commonwealth authority; or\n    (b) established for a public purpose or for a purpose of the Commonwealth; or\n    (c) a public authority or an agency or instrumentality of the Crown;\n  (within the ordinary meaning of the expression concerned) unless a law expressly provides otherwise.\n  (2) After the conversion time, WoolStock Australia Limited is not taken to be a prescribed Commonwealth authority for the purposes of section 128A of the Safety, Rehabilitation and Compensation Act 1988.\n  (3) In this section:\n\n> law means:\n\n    (a) an Act of the Commonwealth or of a State or Territory; or\n    (b) regulations or any other instrument made under such an Act.\n\n#### 25 Compensation for acquisition of property\n\n  (1) If:\n    (a) apart from this section, the operation of this Act would result in the acquisition of property from a person otherwise than on just terms; and\n    (b) the acquisition would be invalid because of paragraph 51(xxxi) of the Constitution;\n  the Commonwealth is liable to pay the person a reasonable amount of compensation in respect of the acquisition.\n  (2) If the Commonwealth and the person do not agree on the amount of the compensation, the person may institute proceedings in the Federal Court of Australia for the recovery from the Commonwealth of such reasonable amount of compensation as the court determines.\n  (3) In this section:\n\n> acquisition of property has the same meaning as in paragraph 51(xxxi) of the Constitution.\n\n> just terms has the same meaning as in paragraph 51(xxxi) of the Constitution.\n\n#### 26 Limited continuation of Commonwealth guarantee\n\n  After the conversion time, the due payment by WoolStock Australia Limited of an amount is, by force of this section, guaranteed by the Commonwealth if:\n    (a) the amount is payable by WoolStock Australia Limited under an obligation incurred before the conversion time; and\n    (b) that obligation has not been varied, after the conversion time, without the written consent of the Minister who administers the Financial Management and Accountability Act 1997; and\n    (c) the repayment of the amount would have been guaranteed under subsection 53(7) of the Wool International Act if that subsection had not been repealed by this Act.\n\n#### 27 Limited continuation of the repealed section 22ZG\n\n  Despite the repeal of section 22ZG of the Wool International Act at the conversion time, that section:\n    (a) continues to have effect after the conversion time in respect of directions given by a relevant Minister before the conversion time; and\n    (b) continues to have effect in respect of such directions as if references to Wool International were references to WoolStock Australia Limited.\n\n#### 28 Accounting records\n\n> For the purposes of the Corporations Act 2001:\n\n    (a) the accounting records kept by WoolStock Australia Limited before the conversion time under section 20 of the Commonwealth Authorities and Companies Act 1997, or under subsection 50(1) of the Wool International Act, are to be treated as financial records of WoolStock Australia Limited; and\n    (b) an annual report and financial statements prepared in relation to a financial year by WoolStock Australia Limited under section 9 of the Commonwealth Authorities and Companies Act 1997, or under section 67 of the Wool International Act, are to be treated as a financial report of WoolStock Australia Limited for that financial year.\n\n#### 29 Regulations\n\n  (1) The Governor‑General may make regulations prescribing matters:\n    (a) required or permitted by this Act to be prescribed; or\n    (b) necessary or convenient to be prescribed for carrying out or giving effect to this Act.\n  (2) In particular, regulations may be made for matters of a transitional or saving nature arising from the amendments made by this Act.","sortOrder":24},{"sectionNumber":"20","sectionType":"section","heading":"Operation of CGT rules","content":"#### 20 Operation of CGT rules\n\n  (1) None of the following is to be treated as being a CGT event, or as giving rise to a CGT event, for the purposes of the 1997 Tax Act:\n    (a) any amendment of the Wool International Act made by this Act;\n    (b) the issue of a share under section 16;\n    (c) the creation of a charge over a share under section 17;\n    (d) the registration of a unit in the name of TrusteeCo under section 10;\n    (e) the transfer of any money or property to TrusteeCo under section 10.\n  (2) Any units that were issued under section 22D of the Wool International Act in respect of wool tax paid by a person in the course of carrying on a business are to be treated as being:\n    (a) an asset of that business; and\n    (b) inherently connected with that business;\n  for the purpose of applying Divisions 17A and 17B of Part IIIA of the 1936 Tax Act in relation to a time after the conversion time.","sortOrder":25},{"sectionNumber":"21","sectionType":"section","heading":"Distributions in respect of units","content":"#### 21 Distributions in respect of units\n\n  If units have been issued under section 22D of the Wool International Act in respect of wool tax paid by a person in the course of carrying on a business, then any distribution to that person after the conversion time under Part 4B of the Wool International Act:\n    (a) is to be treated, for the purposes of the 1936 Tax Act, as being income derived from the carrying on by the person of a business of primary production in Australia; and\n    (b) is to be treated, for the purposes of the 1936 Tax Act and the 1997 Tax Act, as income derived from, or resulting from, the carrying on by the person of a primary production business.","sortOrder":26},{"sectionNumber":"22","sectionType":"section","heading":"Tax treatment of stockpile activities","content":"#### 22 Tax treatment of stockpile activities\n\n  (1) Amounts derived by WoolStock Australia Limited from stockpile activities are exempt income for the purposes of the 1936 Tax Act and the 1997 Tax Act.\n  (2) No deduction is allowable to WoolStock Australia Limited under the 1936 Tax Act or the 1997 Tax Act in respect of stockpile activities.\n  (3) Subdivision 57‑L of Schedule 2D to the 1936 Tax Act does not apply in relation to WoolStock Australia Limited.\n  (4) In this section:\n\n> eligible wool means:\n\n    (a) wool owned by WoolStock Australia Limited at or before the conversion time; and\n    (b) wool acquired by WoolStock Australia Limited after the conversion time for the purpose of facilitating the disposal of wool owned by WoolStock Australia Limited at the conversion time.\n\n> stockpile activities means any of the following activities:\n\n    (a) holding, managing or disposing of eligible wool;\n    (b) distributing the proceeds of sale of eligible wool to registered equity holders or shareholders;\n    (c) activities connected with, or incidental to, activities covered by paragraph (a) or (b), including the temporary investment of the proceeds of sale of eligible wool, pending the distribution of those proceeds to registered equity holders or shareholders.","sortOrder":27},{"sectionNumber":"23","sectionType":"section","heading":"Share capital","content":"#### 23 Share capital\n\n  For the purposes of section 160ARDM of the 1936 Tax Act, the creation of share capital by section 13 of this Act is not taken to be, or to result from, the transfer of an amount by WoolStock Australia Limited to its share capital account from another account.","sortOrder":28},{"sectionNumber":"Division 6","sectionType":"division","heading":"Miscellaneous","content":"An Act to privatise Wool International, and for related purposes\n\n## Part 1—Preliminary\n\n#### 1 Short title\n\n  This Act may be cited as the Wool International Privatisation Act 1999.\n\n#### 2 Commencement\n\n  (1) Subject to this section, this Act commences on the day on which it receives the Royal Assent.\n  (2) Schedule 2 commences on a day to be fixed by Proclamation. However, if Schedule 2 does not commence by Proclamation within the period of 6 months beginning on the day on which this Act receives the Royal Assent, then Schedule 2 commences on the first day after the end of that period.\n\n#### 4 Crown to be bound\n\n  This Act binds the Crown in right of the Commonwealth, of each of the States, of the Australian Capital Territory, of the Northern Territory and of Norfolk Island.\n\n#### 5 External Territories\n\n  This Act extends to all the external Territories.\n\n#### 6 Extraterritorial operation\n\n  This Act extends to acts, omissions, matters and things outside Australia, whether or not in a foreign country.\n\n## Part 2—Privatisation of Wool International\n\n### Division 1—Interpretation\n\n#### 7 Definitions\n\n  (1) In this Part, unless the contrary intention appears:\n\n> 1936 Tax Act means the Income Tax Assessment Act 1936.\n\n> 1997 Tax Act means the Income Tax Assessment Act 1997.\n\n> ASIC means the Australian Securities and Investments Commission.\n\n> authorised trustee corporation means each of the bodies corporate listed in Schedule 9 to the Corporations Regulations in force from time to time.\n\n> commencing time means the beginning of the day on which this Act receives the Royal Assent.\n\n> conversion time means the beginning of 1 July 1999.\n\n> dividend includes any distribution made in respect of shares.\n\n> finalisation time means the end of one month after the final distribution under Part 4B of the Wool International Act.\n\n> income year has the same meaning as in the 1997 Tax Act.\n\n> instrument means:\n\n    (a) an Act or any instrument under an Act; or\n    (b) any other document.\n\n> person includes a partnership.\n\n> register means the register of equity holders referred to in section 22B of the Wool International Act.\n\n> tax loss has the same meaning as in the 1997 Tax Act.\n\n> TrusteeCo means the company nominated by the Minister under section 9.\n\n> unit means a unit of equity in Wool International, allocated under the Wool International Act.\n\n> Wool International Act means the Wool International Act 1993.\n\n> WoolStock Australia Limited means Wool International, after it is registered under the Corporations Law as mentioned in section 14.\n\n  (2) If an expression used in this Part is defined in the Wool International Act, then the expression has the meaning given by that Act.\n\n### Division 2—Preliminary matters\n\n#### 8 Application for registration under Part 5B.1 of the Corporations Law\n\n  (1) As soon as possible after the commencing time, Wool International must apply to ASIC under Part 5B.1 of the Corporations Law to register Wool International as a public company limited by shares.\n  (2) Wool International is hereby authorised to make the application.\n  (3) The application must be lodged with an office of ASIC in the Australian Capital Territory.\n  (4) The application must be accompanied by a copy of Wool International’s proposed constitution. The proposed constitution must first be approved in writing by the Minister.\n  (5) The following provisions of the Corporations Law do not apply in relation to the application:\n    (a) paragraphs 601BC(2)(e) and (l);\n    (b) subsection 601BC(4);\n    (c) paragraphs 601BC(6)(a), (d) and (e);\n    (d) paragraphs 601BC(8)(a) and (f).\n\n#### 9 Nomination of TrusteeCo to hold shares, units etc. on behalf of other persons\n\n  (1) Before the conversion time, the Minister must nominate a company (TrusteeCo) for the purposes of this section. The nomination must be in writing.\n  (2) TrusteeCo must be a company whose shares are all held by Wool International.\n  (3) After the conversion time, a reference in any instrument to the Chief Executive is to be treated as a reference to TrusteeCo, except where:\n    (a) the reference relates to matters occurring before the conversion time; or\n    (b) the context requires that the reference should continue to be treated as a reference to the Chief Executive.\n  (4) TrusteeCo must ensure that there is in force at all times between the conversion time and the finalisation time a deed under which:\n    (a) TrusteeCo authorises an authorised trustee corporation to exercise all rights, privileges and benefits vested in TrusteeCo by or under this Act or the Wool International Act; and\n    (b) TrusteeCo undertakes not to exercise those rights, privileges and benefits; and\n    (c) the authorised trustee corporation undertakes to perform all duties, liabilities and obligations (other than the obligation imposed by this subsection) vested in TrusteeCo by or under this Act or the Wool International Act.\n  (5) A deed under subsection (4) may relieve the authorised trustee corporation from liability except in the case of fraud, wilful default or neglect.\n  (6) All acts done by the authorised trustee corporation under the deed are taken to have been exercised or performed by TrusteeCo for the purposes of this Act (other than this section) and the Wool International Act.\n\n#### 10 Transfer of units etc. to TrusteeCo\n\n  (1) All units that are registered in the name of the Chief Executive immediately before the conversion time are taken to be registered, immediately before the conversion time, in the name of TrusteeCo. Wool International must accordingly change the entries in the register.\n  (2) Any property (including money) that is held by the Chief Executive under the Wool International Act immediately before the conversion time is transferred to TrusteeCo at the conversion time by force of this subsection.\n  (3) If, immediately before the conversion time, any units are shown in the register as being “unclaimed entitlements”, then those units are taken to be registered, immediately before the conversion time, in the name of TrusteeCo. Wool International must accordingly change the entries in the register.\n\n#### 11 Validation of number of units\n\n  The number of units shown in the register immediately before the commencing time is to be taken to be correct.\n\n#### 12 Certificates in respect of units continue to have effect\n\n  (1) Certificates that have been issued before the conversion time under section 22M of the Wool International Act continue to have effect after the conversion time.\n  (2) This section is enacted for the avoidance of doubt.\n\n#### 13 Share capital\n\n  From immediately before the conversion time, Wool International is to have a share capital of $349,403.18, divided into 349,403,180 shares.\n\n### Division 3—Conversion of Wool International into a company\n\n#### 14 Registration under Part 5B.1 of the Corporations Law\n\n  (1) At the conversion time, ASIC is taken to have registered Wool International under section 601BD of the Corporations Law:\n    (a) as a public company limited by shares; and\n    (b) with the name “WoolStock Australia Limited”.\n  (2) ASIC must issue a certificate and ACN under section 601BD of the Corporations Law in respect of the registration. The date of registration is to be the day on which the conversion time occurred.\n\n#### 15 Operation of the Corporations Act after conversion time\n\n  Nothing in this Part prevents any of the following, after the conversion time:\n    (a) a variation of the share capital of WoolStock Australia Limited;\n    (b) a change in the name of WoolStock Australia Limited;\n    (c) a change in the structure, constitution or membership of WoolStock Australia Limited.\n\n### Division 4—Shares in Wool International\n\n#### 16 Issue of shares to registered equity holders\n\n  (1) At the conversion time, one share in WoolStock Australia Limited is taken to be issued, as fully paid, in respect of each unit, as follows:\n    (a) if the unit is registered at the conversion time in the name of the person (other than TrusteeCo) who is entitled to be registered as the holder of the unit, then the share is taken to be issued to that person;\n    (b) if the unit is registered at the conversion time in the name of a partnership that is entitled to be registered as the holder of the unit, then the share is taken to be issued to the partners jointly;\n    (c) if the unit is registered at the conversion time in the name of TrusteeCo in respect of a putative equity holder, then the share is taken to be issued to TrusteeCo;\n    (d) if the unit is registered in the name of TrusteeCo by the operation of subsection 10(3), then the share is taken to be issued to TrusteeCo;\n    (e) in all other cases, the share is taken to be issued to TrusteeCo.\n  (2) A person to whom shares are taken to be issued under subsection (1):\n    (a) becomes a member of WoolStock Australia Limited, by force of this section, and is taken to have consented to become a member; and\n    (b) is entitled to the same rights, privileges and benefits in respect of that membership as if the person had become a member under the constitution of WoolStock Australia Limited; and\n    (c) is subject to the same duties, liabilities and obligations in respect of that membership as if the person had become a member under the constitution of WoolStock Australia Limited.\n  (3) The issue of shares to TrusteeCo under this section is not affected by section 259C of the Corporations Law.\n  (4) Subsection 259D(3) of the Corporations Act 2001 does not prevent the exercise of voting rights by TrusteeCo in respect of shares issued to it under this section.\n\n#### 17 Charges on shares\n\n  (1) A share that is taken to be issued under section 16 in respect of a unit is subject to the same charges (if any) as the unit was subject to immediately before the conversion time.\n  (2) The charge created by subsection (1):\n    (a) is taken to be created at the conversion time; and\n    (b) extends to dividends in respect of the share, if the charge on the unit extends to distributions on the unit; and\n    (c) secures the same obligations as are secured by the charge on the unit.\n  (3) If the unit was subject to more than one charge, then the charges on the share have the same priorities among themselves as the charges on the unit.\n  (4) WoolStock Australia Limited must issue separate share certificates for:\n    (a) shares that are subject to a charge because of this section; and\n    (b) shares that are not subject to such a charge.\n  (5) If:\n    (a) an amount (the dividend amount) becomes payable by WoolStock Australia Limited in respect of the shares in WoolStock Australia Limited that are held by a person who is a registered equity holder; and\n    (b) those shares are subject to one or more charges because of this section; and\n    (c) the registered equity holder has authorised WoolStock Australia Limited to make payments under subsection 22R(4) of the Wool International Act;\n  then the following provisions apply:\n    (d) if the shares are subject to only one charge—WoolStock Australia Limited must pay to the beneficiary under the charge so much of the dividend amount as does not exceed the amount of the debt secured by the charge;\n    (e) if the shares are subject to more than one charge—WoolStock Australia Limited must pay to the beneficiary under each charge so much of the dividend amount 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;\n    (f) in either case—WoolStock Australia Limited must pay the balance of the dividend amount to the registered equity holder.\n\n#### 18 Dealings by TrusteeCo with shares held for putative equity holders\n\n  (1) This section applies to shares that are held by TrusteeCo and were taken to be issued to TrusteeCo under paragraph 16(1)(c).\n  (2) After the conversion time:\n    (a) Part 4C of the Wool International Act applies in relation to those shares in the same way as that Part applies in relation to units held by TrusteeCo; and\n    (b) subsection 22H(2) of the Wool International Act applies in relation to those shares in the same way as that subsection applies in relation to units.\n  (3) After the conversion time, Part 4D of the Wool International Act applies in relation to money received by TrusteeCo in respect of those shares in the same way as that Part applies in relation to distributions received by TrusteeCo in respect of units held by TrusteeCo.\n\n#### 19 Dealings by TrusteeCo with shares held in respect of unclaimed units or wrong‑name units\n\n  (1) This section applies to shares that are held by TrusteeCo and were taken to be issued to TrusteeCo:\n    (a) under paragraph 16(1)(d) in respect of units (unclaimed units) shown in the register as “unclaimed entitlements”; or\n    (b) under paragraph 16(1)(e) in respect of other units (wrong‑name units).\n  (2) TrusteeCo holds the shares on trust until they are transferred in accordance with subsection (6).\n  (3) TrusteeCo holds on trust any dividends that it receives in respect of the shares.\n  (4) Section 22Y of the Wool International Act applies in relation to the dividends in the same way as it applies in relation to distributions received by TrusteeCo in respect of units.\n\n> Note: Section 22Y of the Wool International Act allows TrusteeCo to invest, and requires income from investment to be paid to WoolStock Australia Limited.\n\n  (5) If, at the finalisation time, TrusteeCo holds any shares that are not required to be transferred in accordance with subsection (6), then:\n    (a) TrusteeCo must pay to WoolStock Australia Limited the amount of any dividends that TrusteeCo has received in respect of those shares; and\n    (b) those shares are cancelled at the finalisation time, by force of this subsection.\n  (6) If the register is amended before the finalisation time so that:\n    (a) in the case of unclaimed units—the register shows the correct name of the person who is entitled to be registered in respect of the units and no longer shows the units as “unclaimed entitlements”; or\n    (b) in the case of wrong‑name units—the register shows the correct name of the person who is entitled to be registered in respect of the units;\n  then TrusteeCo must:\n    (c) transfer the shares to that person; and\n    (d) pay to that person the amount of any dividends received by TrusteeCo in respect of the shares.\n\n### Division 5—Taxation\n\n#### 20 Operation of CGT rules\n\n  (1) None of the following is to be treated as being a CGT event, or as giving rise to a CGT event, for the purposes of the 1997 Tax Act:\n    (a) any amendment of the Wool International Act made by this Act;\n    (b) the issue of a share under section 16;\n    (c) the creation of a charge over a share under section 17;\n    (d) the registration of a unit in the name of TrusteeCo under section 10;\n    (e) the transfer of any money or property to TrusteeCo under section 10.\n  (2) Any units that were issued under section 22D of the Wool International Act in respect of wool tax paid by a person in the course of carrying on a business are to be treated as being:\n    (a) an asset of that business; and\n    (b) inherently connected with that business;\n  for the purpose of applying Divisions 17A and 17B of Part IIIA of the 1936 Tax Act in relation to a time after the conversion time.\n\n#### 21 Distributions in respect of units\n\n  If units have been issued under section 22D of the Wool International Act in respect of wool tax paid by a person in the course of carrying on a business, then any distribution to that person after the conversion time under Part 4B of the Wool International Act:\n    (a) is to be treated, for the purposes of the 1936 Tax Act, as being income derived from the carrying on by the person of a business of primary production in Australia; and\n    (b) is to be treated, for the purposes of the 1936 Tax Act and the 1997 Tax Act, as income derived from, or resulting from, the carrying on by the person of a primary production business.\n\n#### 22 Tax treatment of stockpile activities\n\n  (1) Amounts derived by WoolStock Australia Limited from stockpile activities are exempt income for the purposes of the 1936 Tax Act and the 1997 Tax Act.\n  (2) No deduction is allowable to WoolStock Australia Limited under the 1936 Tax Act or the 1997 Tax Act in respect of stockpile activities.\n  (3) Subdivision 57‑L of Schedule 2D to the 1936 Tax Act does not apply in relation to WoolStock Australia Limited.\n  (4) In this section:\n\n> eligible wool means:\n\n    (a) wool owned by WoolStock Australia Limited at or before the conversion time; and\n    (b) wool acquired by WoolStock Australia Limited after the conversion time for the purpose of facilitating the disposal of wool owned by WoolStock Australia Limited at the conversion time.\n\n> stockpile activities means any of the following activities:\n\n    (a) holding, managing or disposing of eligible wool;\n    (b) distributing the proceeds of sale of eligible wool to registered equity holders or shareholders;\n    (c) activities connected with, or incidental to, activities covered by paragraph (a) or (b), including the temporary investment of the proceeds of sale of eligible wool, pending the distribution of those proceeds to registered equity holders or shareholders.\n\n#### 23 Share capital\n\n  For the purposes of section 160ARDM of the 1936 Tax Act, the creation of share capital by section 13 of this Act is not taken to be, or to result from, the transfer of an amount by WoolStock Australia Limited to its share capital account from another account.\n\n### Division 6—Miscellaneous\n\n#### 24 WoolStock Australia Limited not to be an agency of the Commonwealth etc.\n\n  (1) After the conversion time, WoolStock Australia Limited is not taken, for the purposes of a law, to be:\n    (a) a Commonwealth authority; or\n    (b) established for a public purpose or for a purpose of the Commonwealth; or\n    (c) a public authority or an agency or instrumentality of the Crown;\n  (within the ordinary meaning of the expression concerned) unless a law expressly provides otherwise.\n  (2) After the conversion time, WoolStock Australia Limited is not taken to be a prescribed Commonwealth authority for the purposes of section 128A of the Safety, Rehabilitation and Compensation Act 1988.\n  (3) In this section:\n\n> law means:\n\n    (a) an Act of the Commonwealth or of a State or Territory; or\n    (b) regulations or any other instrument made under such an Act.\n\n#### 25 Compensation for acquisition of property\n\n  (1) If:\n    (a) apart from this section, the operation of this Act would result in the acquisition of property from a person otherwise than on just terms; and\n    (b) the acquisition would be invalid because of paragraph 51(xxxi) of the Constitution;\n  the Commonwealth is liable to pay the person a reasonable amount of compensation in respect of the acquisition.\n  (2) If the Commonwealth and the person do not agree on the amount of the compensation, the person may institute proceedings in the Federal Court of Australia for the recovery from the Commonwealth of such reasonable amount of compensation as the court determines.\n  (3) In this section:\n\n> acquisition of property has the same meaning as in paragraph 51(xxxi) of the Constitution.\n\n> just terms has the same meaning as in paragraph 51(xxxi) of the Constitution.\n\n#### 26 Limited continuation of Commonwealth guarantee\n\n  After the conversion time, the due payment by WoolStock Australia Limited of an amount is, by force of this section, guaranteed by the Commonwealth if:\n    (a) the amount is payable by WoolStock Australia Limited under an obligation incurred before the conversion time; and\n    (b) that obligation has not been varied, after the conversion time, without the written consent of the Minister who administers the Financial Management and Accountability Act 1997; and\n    (c) the repayment of the amount would have been guaranteed under subsection 53(7) of the Wool International Act if that subsection had not been repealed by this Act.\n\n#### 27 Limited continuation of the repealed section 22ZG\n\n  Despite the repeal of section 22ZG of the Wool International Act at the conversion time, that section:\n    (a) continues to have effect after the conversion time in respect of directions given by a relevant Minister before the conversion time; and\n    (b) continues to have effect in respect of such directions as if references to Wool International were references to WoolStock Australia Limited.\n\n#### 28 Accounting records\n\n> For the purposes of the Corporations Act 2001:\n\n    (a) the accounting records kept by WoolStock Australia Limited before the conversion time under section 20 of the Commonwealth Authorities and Companies Act 1997, or under subsection 50(1) of the Wool International Act, are to be treated as financial records of WoolStock Australia Limited; and\n    (b) an annual report and financial statements prepared in relation to a financial year by WoolStock Australia Limited under section 9 of the Commonwealth Authorities and Companies Act 1997, or under section 67 of the Wool International Act, are to be treated as a financial report of WoolStock Australia Limited for that financial year.\n\n#### 29 Regulations\n\n  (1) The Governor‑General may make regulations prescribing matters:\n    (a) required or permitted by this Act to be prescribed; or\n    (b) necessary or convenient to be prescribed for carrying out or giving effect to this Act.\n  (2) In particular, regulations may be made for matters of a transitional or saving nature arising from the amendments made by this Act.","sortOrder":29},{"sectionNumber":"24","sectionType":"section","heading":"WoolStock Australia Limited not to be an agency of the Commonwealth etc.","content":"#### 24 WoolStock Australia Limited not to be an agency of the Commonwealth etc.\n\n  (1) After the conversion time, WoolStock Australia Limited is not taken, for the purposes of a law, to be:\n    (a) a Commonwealth authority; or\n    (b) established for a public purpose or for a purpose of the Commonwealth; or\n    (c) a public authority or an agency or instrumentality of the Crown;\n  (within the ordinary meaning of the expression concerned) unless a law expressly provides otherwise.\n  (2) After the conversion time, WoolStock Australia Limited is not taken to be a prescribed Commonwealth authority for the purposes of section 128A of the Safety, Rehabilitation and Compensation Act 1988.\n  (3) In this section:\n\n> law means:\n\n    (a) an Act of the Commonwealth or of a State or Territory; or\n    (b) regulations or any other instrument made under such an Act.","sortOrder":30},{"sectionNumber":"25","sectionType":"section","heading":"Compensation for acquisition of property","content":"#### 25 Compensation for acquisition of property\n\n  (1) If:\n    (a) apart from this section, the operation of this Act would result in the acquisition of property from a person otherwise than on just terms; and\n    (b) the acquisition would be invalid because of paragraph 51(xxxi) of the Constitution;\n  the Commonwealth is liable to pay the person a reasonable amount of compensation in respect of the acquisition.\n  (2) If the Commonwealth and the person do not agree on the amount of the compensation, the person may institute proceedings in the Federal Court of Australia for the recovery from the Commonwealth of such reasonable amount of compensation as the court determines.\n  (3) In this section:\n\n> acquisition of property has the same meaning as in paragraph 51(xxxi) of the Constitution.\n\n> just terms has the same meaning as in paragraph 51(xxxi) of the Constitution.","sortOrder":31},{"sectionNumber":"26","sectionType":"section","heading":"Limited continuation of Commonwealth guarantee","content":"#### 26 Limited continuation of Commonwealth guarantee\n\n  After the conversion time, the due payment by WoolStock Australia Limited of an amount is, by force of this section, guaranteed by the Commonwealth if:\n    (a) the amount is payable by WoolStock Australia Limited under an obligation incurred before the conversion time; and\n    (b) that obligation has not been varied, after the conversion time, without the written consent of the Minister who administers the Financial Management and Accountability Act 1997; and\n    (c) the repayment of the amount would have been guaranteed under subsection 53(7) of the Wool International Act if that subsection had not been repealed by this Act.","sortOrder":32},{"sectionNumber":"27","sectionType":"section","heading":"Limited continuation of the repealed section 22ZG","content":"#### 27 Limited continuation of the [Repealed] section 22ZG\n\n  Despite the repeal of section 22ZG of the Wool International Act at the conversion time, that section:\n    (a) continues to have effect after the conversion time in respect of directions given by a relevant Minister before the conversion time; and\n    (b) continues to have effect in respect of such directions as if references to Wool International were references to WoolStock Australia Limited.","sortOrder":33},{"sectionNumber":"28","sectionType":"section","heading":"Accounting records","content":"#### 28 Accounting records\n\n> For the purposes of the Corporations Act 2001:\n\n    (a) the accounting records kept by WoolStock Australia Limited before the conversion time under section 20 of the Commonwealth Authorities and Companies Act 1997, or under subsection 50(1) of the Wool International Act, are to be treated as financial records of WoolStock Australia Limited; and\n    (b) an annual report and financial statements prepared in relation to a financial year by WoolStock Australia Limited under section 9 of the Commonwealth Authorities and Companies Act 1997, or under section 67 of the Wool International Act, are to be treated as a financial report of WoolStock Australia Limited for that financial year.","sortOrder":34},{"sectionNumber":"29","sectionType":"section","heading":"Regulations","content":"#### 29 Regulations\n\n  (1) The Governor‑General may make regulations prescribing matters:\n    (a) required or permitted by this Act to be prescribed; or\n    (b) necessary or convenient to be prescribed for carrying out or giving effect to this Act.\n  (2) In particular, regulations may be made for matters of a transitional or saving nature arising from the amendments made by this Act.","sortOrder":35}],"analysis":{"kimi_summary":{"_metrics":{"model":"kimi-k2.5","source":"moonshot-realtime","completionTokens":2040},"content_quality":"ok","complexity_score":6,"scope_assessment":{"changed":false,"description":"The legislation remains tightly focused on the privatization of Wool International and necessary transitional arrangements for converting statutory equity units to company shares, without expansion into unrelated policy areas."},"complexity_factors":["Cross-references to three major external statutes: Wool International Act 1993, Corporations Law, and Income Tax Assessment Acts 1936 and 1997","14 defined terms including multiple time-based triggers (commencing time, conversion time, finalisation time)","Five-tier conditional logic for issuing shares based on registration status (section 16)","Nested charge provisions with priority rules and complex dividend payment waterfalls (section 17)","Transitional trust arrangements requiring deed structures between TrusteeCo and authorised trustee corporations","Constitutional safeguard provisions for acquisition of property on just terms (section 25)"],"plain_english_summary":"This Act converts **Wool International** (a Commonwealth government body that managed wool industry assets) into a private company called **WoolStock Australia Limited**.\n\n**What the Act does:**\n- On 1 July 1999 (the *conversion time*), all equity units in Wool International automatically convert to shares in the new private company.\n- If you held units in your own name, you receive shares directly. If units were \"unclaimed\" or registered in wrong names, a special trustee company (*TrusteeCo*) holds those shares temporarily until ownership is corrected.\n- Any mortgages or charges (debts) secured against your old units transfer automatically to your new shares.\n\n**Tax rules:**\n- The conversion itself doesn't trigger capital gains tax — you won't be taxed simply because your units became shares.\n- Money the company makes from selling wool stockpiles is tax-exempt.\n- Payments to wool growers are treated as primary production income for tax purposes.\n\n**Guarantees and status:**\n- The Commonwealth continues to guarantee certain old debts, but only if they haven't been altered since privatization.\n- After conversion, WoolStock Australia Limited is treated as a normal private company, not a government authority.\n- The Act ensures accounting records and annual reports remain valid under company law despite the change in corporate structure."},"summary":{"complexity_score":7,"scope_assessment":{"changed":false,"description":"The Act is narrowly and precisely scoped to a single, clearly defined transaction: the privatisation of Wool International and the conversion of equity holders' units into shares in the resulting private company. Every provision — from registration mechanics, to share issuance, to tax treatment, to the TrusteeCo arrangements — serves that singular purpose. There is no evidence of scope creep beyond what the long title ('An Act to privatise Wool International, and for related purposes') describes. The 'related purposes' provisions (taxation treatment, compensation, Commonwealth guarantee, accounting records) are all directly incidental to the central privatisation objective and do not suggest the Act grew beyond its original intent."},"complexity_factors":["17 defined terms in the section 7 definitions table, several of which cross-reference other Acts (e.g. 'income year' and 'tax loss' defined by reference to the 1997 Tax Act)","Heavy reliance on an external statute — the Wool International Act 1993 — requiring readers to consult that Act to understand key concepts like Parts 4B, 4C, 4D, sections 22B, 22D, 22H, 22M, 22R, 22Y, 22ZG, and 53(7)","Multiple time-defined trigger points (commencing time, conversion time, finalisation time) that govern which rules apply, creating conditional logic that shifts depending on when events occurred","Complex share issuance mechanism in section 16 with five distinct scenarios (paragraphs (a) through (e)) determining who receives shares, depending on the status of the underlying unit","Section 17 contains nested conditional logic: a three-part trigger condition (subsections (5)(a)-(c)) followed by two further branching sub-conditions (single vs multiple charges) before the payment obligations apply","Dual taxation regime: references to both the Income Tax Assessment Act 1936 and the Income Tax Assessment Act 1997, with different provisions of each applying to different aspects of the conversion","Carve-outs from standard Corporations Law provisions (section 8(5) disapplying multiple paragraphs of s601BC; section 16(3) disapplying s259C; section 16(4) disapplying s259D(3)) requiring knowledge of that external legislation to assess impact","TrusteeCo/authorised trustee corporation layered delegation structure in section 9(4)-(6) creates an indirect agency relationship with conditional liability relief (fraud/wilful default/neglect carve-out)","Significant document duplication in the provided text — the entire Act appears to be reproduced multiple times — inflating apparent length and creating potential confusion for readers trying to navigate the structure"],"plain_english_summary":"## What This Law Does\n\nThe **Wool International Privatisation Act 1999** converts a Commonwealth government body called **Wool International** into a private company registered under Australian corporations law, renamed **WoolStock Australia Limited**. Think of it as the legal paperwork that turns a government-run wool authority into an ordinary company — cutting it free from the Commonwealth and placing it under normal corporate rules.\n\n---\n\n### Background: What Was Wool International?\n\nWool International was a Commonwealth statutory authority (a government-run body set up by law) that held and managed a massive stockpile of wool that had accumulated under a now-defunct price support scheme for Australian wool growers. It also held \"units of equity\" (a kind of ownership entitlement) on behalf of wool producers who had paid wool tax over the years.\n\n---\n\n### What the Act Does, Step by Step\n\n**1. Registers Wool International as a company**\nOn 1 July 1999 (called the \"conversion time\"), Wool International is automatically registered with ASIC (the Australian Securities and Investments Commission — Australia's corporate regulator) as a public company limited by shares, under the name WoolStock Australia Limited. No vote or approval is needed — the law simply *deems* it to have happened.\n\n**2. Converts \"units\" into shares**\nBefore privatisation, wool growers held \"units of equity\" in Wool International (like membership stakes earned through paying wool tax). At the conversion time, each unit automatically becomes one fully paid share in WoolStock Australia Limited. Shareholders get all the normal rights that come with being a company member.\n\n**3. Sets up a TrusteeCo**\nA special company called **TrusteeCo** (nominated by the Minister) is appointed to hold shares on behalf of people whose entitlements couldn't be directly matched to them — for example, where ownership records were unclear, names were wrong, or entitlements were \"unclaimed.\" TrusteeCo holds these shares in trust and tries to find the rightful owners before a final deadline (the \"finalisation time\"). If shares still can't be matched to anyone by that deadline, they are cancelled.\n\n**4. Carries over existing charges (security interests)**\nIf a wool grower's units were subject to a charge (meaning the units were used as security for a loan — like a mortgage but over the units), those charges automatically carry over onto the new shares. The priorities between competing creditors (people owed money) are preserved.\n\n**5. Tax treatment**\nThe conversion is carefully structured so that:\n- **No capital gains tax** (CGT) is triggered by the conversion. CGT is the tax you pay on profit from selling an asset — the law makes clear the conversion itself is not a taxable event.\n- Distributions (payments to wool growers from the sale of the wool stockpile) are treated as **primary production income**, which can attract more favourable tax treatment for farmers.\n- WoolStock Australia Limited's income from **managing and selling the wool stockpile** is exempt from income tax, and no deductions are allowed for those activities either — effectively quarantining the stockpile wind-down from the normal tax system.\n\n**6. Cuts the Commonwealth connection**\nAfter the conversion, WoolStock Australia Limited is **not** a government body. It is not a Commonwealth authority, not a public agency, and not an instrument of the Crown (i.e., not part of the government). It operates like any other private company.\n\n**7. Limited Commonwealth guarantee preserved**\nThe Commonwealth continues to guarantee payment of debts that WoolStock Australia Limited took on *before* privatisation — but only if those debts haven't been changed after the conversion without the Finance Minister's written consent.\n\n**8. Compensation safety net**\nIf this Act's operation inadvertently takes away someone's property without fair compensation (which the Constitution requires — this is called an acquisition of property \"otherwise than on just terms\"), the Commonwealth must pay fair compensation. Disputes go to the Federal Court.\n\n---\n\n### Who Does This Affect?\n\n- **Australian wool growers** who held units of equity in Wool International — they automatically become shareholders in WoolStock Australia Limited.\n- **Lenders** who had security interests (charges) over those units — their security is automatically transferred to the new shares.\n- **WoolStock Australia Limited itself** — now governed by ordinary corporate law rather than Commonwealth legislation.\n- **TrusteeCo** — responsible for tracking down wool growers with unclaimed or misregistered entitlements and distributing their shares and dividends to them.\n\n---\n\n### Why Does It Matter?\n\nThis Act marks the end of a significant era of Commonwealth intervention in the Australian wool industry. It winds down the government's direct role in managing the wool stockpile and hands the process over to a private company structure, while carefully protecting the tax and property rights of wool growers during the transition."},"issue_detection":{"absurdities":[{"type":"other","section":"7 (definition of 'finalisation time')","severity":"medium","reasoning":"Parties subject to obligations that run 'until the finalisation time' — including TrusteeCo's mandatory deed under s9(4) and the trust obligations under s19 — cannot know when those obligations end until after the event. In practice this is unworkable: TrusteeCo must maintain a deed 'at all times between the conversion time and the finalisation time' but cannot determine when the finalisation time occurs until one month has passed following whichever distribution turns out to be the last. If distributions are staggered, each could potentially be the 'final' one. The definition provides no mechanism for determining finality prospectively.","confidence":0.82,"description":"The 'finalisation time' is defined as 'the end of one month after the final distribution under Part 4B of the Wool International Act.' This creates an indefinite and potentially unknowable end-point for the Act's obligations: the finalisation time cannot be determined until the final distribution is made, but it is impossible to know with certainty when a distribution is 'final' until after the finalisation time has already passed. The definition is only knowable retrospectively."},{"type":"other","section":"13","severity":"medium","reasoning":"The conversion and registration as a company occurs 'at the conversion time' under s14, yet s13 deems share capital to exist 'from immediately before the conversion time.' The entity immediately before the conversion time is Wool International, a statutory body under the Wool International Act 1993 — not a company. Attributing share capital to a non-corporate statutory body is a legal fiction that strains credulity, even by the loose standards of deeming provisions. The legislature appears to have created the share capital retrospectively to facilitate s16's share-for-unit conversion, but the timing creates a logical anomaly where a non-company entity holds share capital.","confidence":0.75,"description":"Section 13 purports to give Wool International a share capital of $349,403.18 divided into 349,403,180 shares 'from immediately before the conversion time.' This means Wool International — a statutory body, not a company — is deemed to have a share capital structure at a point in time before it has been registered as a company. Share capital is a creature of corporate law and cannot logically attach to an entity that is not yet a company."},{"type":"other","section":"9(2) and 9(4)","severity":"low","reasoning":"This is a structural tension rather than a hard logical impossibility. The intent is clear — TrusteeCo transitions from a Wool International subsidiary to a WoolStock Australia Limited subsidiary — but the legislation never explicitly addresses this ownership change or its implications for TrusteeCo's trust obligations. The requirement in s9(2) is framed as a precondition at nomination time only, so it does not technically fail after conversion. Nevertheless, the ongoing trust responsibilities under ss18-19 operated through a now-privately-owned entity creates a governance gap.","confidence":0.6,"description":"Section 9(2) requires TrusteeCo to be 'a company whose shares are all held by Wool International.' Section 9(4) requires TrusteeCo to maintain a deed with an authorised trustee corporation at all times between conversion time and finalisation time. However, after the conversion time Wool International becomes WoolStock Australia Limited (a privatised company). The shares of TrusteeCo are then held by a private company, yet TrusteeCo continues to exercise quasi-public trust functions under ss18 and 19 — creating a structural absurdity where a privately-owned subsidiary acts as a trustee for public equity holders without any ongoing public oversight requirement."},{"type":"retroactive_impossibility","section":"10(1)","severity":"low","reasoning":"This is a common legislative deeming technique and courts would likely read it purposively. However, the literal direction — that Wool International must change register entries to reflect a state 'immediately before the conversion time' — creates a temporal impossibility: Wool International as a statutory body can only act before the conversion time, yet the registration change is deemed to have already occurred at that exact moment, leaving no practical window for the administrative act to take place. In reality the register change would happen after the conversion time by WoolStock Australia Limited, but the section does not say this.","confidence":0.55,"description":"Section 10(1) states that units registered in the Chief Executive's name immediately before the conversion time 'are taken to be registered, immediately before the conversion time, in the name of TrusteeCo.' It then directs Wool International to 'accordingly change the entries in the register.' However, TrusteeCo is only nominated by the Minister under s9(1) before the conversion time — so at the precise moment 'immediately before the conversion time,' TrusteeCo may technically exist, but the register change is directed to Wool International which simultaneously ceases to exist as a statutory body at the conversion time. The entity directed to make the change and the timing of the change are mutually incoherent."},{"type":"other","section":"28","severity":"low","reasoning":"This is a standard retrospective naming convention used in privatisation legislation — the records kept by the predecessor entity are attributed to the successor. Courts would have no difficulty with this. However, it is technically absurd to speak of records kept 'by WoolStock Australia Limited before the conversion time' when WoolStock Australia Limited only came into existence at the conversion time. The section would be more precise if it said 'records kept by Wool International before the conversion time are treated as records of WoolStock Australia Limited.'","confidence":0.65,"description":"Section 28 refers to 'accounting records kept by WoolStock Australia Limited before the conversion time' under the Commonwealth Authorities and Companies Act 1997 and Wool International Act. However, WoolStock Australia Limited did not exist before the conversion time — it comes into existence at the conversion time under s14. Before that moment the entity was 'Wool International', a statutory body. The section therefore attributes pre-existence accounting records to an entity that did not yet exist under that name or legal form."},{"type":"other","section":"16(3) and 16(4)","severity":"medium","reasoning":"The reference to the Corporations Act 2001 in s16(4) — a statute that did not exist when this Act was passed in 1999 — is anachronistic on its face. This was almost certainly inserted by a later amendment updating cross-references when the Corporations Law was replaced by the Corporations Act 2001. However, s16(3) was not correspondingly updated and still refers to the Corporations Law. This creates an internal inconsistency: the same section applies provisions of two different legislative regimes simultaneously, raising questions about which body of law governs the overall share issuance framework.","confidence":0.85,"description":"Section 16(3) disapplies s259C of the Corporations Law (the predecessor statute) in relation to TrusteeCo's shares, while s16(4) disapplies s259D(3) of the Corporations Act 2001 (the successor statute). These two provisions reference different legislative instruments — one the old Corporations Law, one the new Corporations Act 2001 — creating an inconsistency in the applicable legal regime within the same section. The Act was passed in 1999 when the Corporations Law was in force; the Corporations Act 2001 did not exist yet at enactment."}],"contradictions":[{"severity":"medium","section_a":"16(3)","section_b":"16(4)","confidence":0.8,"description":"Section 16(3) disapplies s259C of the 'Corporations Law' (the pre-2001 cooperative scheme legislation), while s16(4) disapplies s259D(3) of the 'Corporations Act 2001' (the post-2001 Commonwealth Act). The two subsections operate under different and mutually exclusive legislative frameworks within the same provision. The Corporations Law and the Corporations Act 2001 are distinct instruments; a provision cannot coherently apply to both simultaneously without explicit bridging language."},{"severity":"low","section_a":"9(4)","section_b":"9(6)","confidence":0.7,"description":"Section 9(4) requires TrusteeCo to ensure a deed is in force under which TrusteeCo 'authorises an authorised trustee corporation to exercise all rights, privileges and benefits vested in TrusteeCo' and TrusteeCo 'undertakes not to exercise those rights.' Section 9(6) then provides that 'all acts done by the authorised trustee corporation under the deed are taken to have been exercised or performed by TrusteeCo.' The combined effect is that TrusteeCo is simultaneously forbidden from acting (s9(4)(b)) yet is legally deemed to have acted whenever the authorised trustee corporation acts (s9(6)). TrusteeCo is both prohibited actor and deemed actor at once."},{"severity":"medium","section_a":"13","section_b":"14","confidence":0.78,"description":"Section 13 deems Wool International to have a share capital of $349,403.18 divided into 349,403,180 shares 'from immediately before the conversion time', while s14(1) provides that ASIC is 'taken to have registered Wool International' as a company 'at the conversion time.' This creates a contradiction: share capital is being attributed to the entity one moment before it legally becomes a company capable of having share capital. The entity with share capital (s13) is legally a different creature — a statutory authority — from the company that registration creates (s14)."},{"severity":"medium","section_a":"8(1)","section_b":"14(1)","confidence":0.82,"description":"Section 8(1) requires Wool International to apply to ASIC to register as a company under Part 5B.1 of the Corporations Law, implying a genuine application and ASIC approval process. Section 14(1) then deems ASIC to have already registered Wool International at the conversion time, regardless of whether the application process under s8 has been completed or whether ASIC has considered the application. The mandatory application process of s8 is thus rendered meaningless by the automatic deemed registration of s14, creating a contradiction between a process-based requirement and an outcome-based deeming provision."}]}},"importantCases":[],"_links":{"self":"/api/acts/wool-international-privatisation-act-1999","history":"/api/acts/wool-international-privatisation-act-1999/history","analysis":"/api/acts/wool-international-privatisation-act-1999/analysis","conflicts":"/api/acts/wool-international-privatisation-act-1999/conflicts","importantCases":"/api/acts/wool-international-privatisation-act-1999/important-cases","documents":"/api/acts/wool-international-privatisation-act-1999/documents"}}