11Effect of conversion

#### 11 Effect of conversion 11 Effect of conversion > > (1) The conversion of AMP to a company limited by shares under this Part does not— > > > > > (a) create a new legal entity, or > > > > > (b) affect AMP’s existing property, rights or obligations (except as against the members of AMP in their capacity as members), or > > > > > (c) render defective any legal proceedings by or against AMP or its members. > > > (2) Subject to this section, AMP is demutualised and reconstructed at the conversion time, and at that time— > > > > > (a) the members of AMP other than AMP shareholders cease to be members of AMP, and > > > > > (b) each AMP shareholder becomes a member of AMP if not already a member, and > > > > > (c) each AMP shareholder is taken to hold the shares specified or determined for that person under section 7 (2) (f) (iv), and > > > > > (d) the shareholders of AMP have such liability as members of AMP to contribute to the property of AMP as is provided by this Act or the [Australian Mutual Provident Society Act 1988](/view/html/inforce/current/act-1988-047), and > > > > > (e) the By-laws are taken to be amended in Part 1 by— > > > > > > > (i) omitting clause II and inserting instead the statement made in that application in compliance with section 7 (2) (f) (i), and > > > > > > > (ii) omitting clause III and inserting instead the statement that the liability of the members of AMP is limited, and > > > > > (f) the By-laws are taken to be amended by omitting Part 2 and inserting instead the provisions of Table A of Schedule 1 to the [Corporations Law](/view/html/inforce/current/sl-1999-0703). > > > (3) If the certificate of conversion states, with AMP’s consent, a shareholding time that is earlier than the conversion time— > > > > > (a) AMP will be taken to have the authorised share capital referred to in section 7 (2) (f) (i) and the AMP shareholders will be taken to hold the shares specified or determined under section 7 (2) (f) (iv) as from that time, and > > > > > (b) until the conversion time— > > > > > > > (i) the rights attaching to those shares (excluding the right to participate in a distribution of surplus assets on the winding up of AMP) are the rights that will attach to the shares immediately after the conversion time, and > > > > > > > (ii) the directors of AMP are taken to have the power to declare and pay a dividend out of profits (including retained profits) of AMP to the AMP shareholders, provided the AMP shareholders are each policy holders of AMP, and > > > > > > > (iii) the AMP shareholders may not deal with or create any interest with respect to any of those shares, and > > > > > > > (iv) if an AMP shareholder is a body corporate, the body corporate may not make any distribution to its members, but an AMP shareholder that is a wholly owned subsidiary may make a distribution if the full value of the distribution passes to and remains with its ultimate holding company, and > > > > > > > (v) subject to this section, the rights of members of AMP other than the AMP shareholders are not affected. > > > (4) If— > > > > > (a) a person identified as an AMP shareholder in AMP’s application for conversion is a member of AMP at the time when the application is made, and > > > > > (b) with AMP’s consent, the certificate of conversion states that the person’s membership of AMP will be converted to a shareholding in AMP at the conversion time or the shareholding time (as specified in the certificate), > > > > then— > > > > > (c) the person remains a member of AMP despite AMP’s conversion to a company limited by shares, and > > > > > (d) the person’s membership is converted, as from the time specified in the certificate of conversion, into a shareholding of the number of shares specified or determined under section 7 (2) (f) (iv) and the person consequently becomes an AMP shareholder as from that time. > > > (5) Nothing in this section affects the power of AMP to amend the By-laws or to issue new shares after the conversion takes effect. > > > (6) In this section— > > > > conversion time means the time at which the conversion of AMP to a company limited by shares takes effect. > > > > shareholding time means the time at which AMP shareholders are taken to hold shares in AMP.