Section 7 - Australian Mutual Provident Society (Demutualisation and Reconstruction) Act 1997 - Application for conversion

7Application for conversion

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7 Application for conversion

(1) For AMP to convert to a company limited by shares in accordance with this Part, it must lodge an application for that purpose with the Attorney General.

(2) The application must be accompanied by each of the following—

(a) a copy of—

(i) a conversion resolution that AMP be converted to a company limited by shares, and

(ii) a conversion resolution dealing with the issue of shares by NHL in accordance with section 13 (which may be the same conversion resolution as is referred to in subparagraph (i)), and

(iii) any other conversion resolution passed at the meeting at which the resolution referred to in subparagraph (i) was passed,

(b) a statement signed under the authority of a resolution of the directors of AMP that, in the opinion of the directors, AMP’s creditors are not likely to be materially prejudiced by the conversion and that sets out their reasons for that opinion,

(c) a consolidated copy of the By-laws as at the date of lodgment of the application,

(d) a copy of the memorandum and articles of association of NHL as at the date of lodgment of the application, together with a statement signed by the shareholders of NHL agreeing to supply to the Attorney General any amendment to the memorandum and articles made before the application is dealt with,

(e) a copy of each other document or resolution (if any) that is necessary to ascertain the rights attached to issued or unissued shares of AMP, NHL or any other proposed holding company of AMP,

(f) a statement signed under the authority of a resolution of the directors of AMP setting out—

(i) the amount of share capital with which AMP proposes to be registered and the division of that share capital into shares of fixed amounts, and

(ii) the number and classes of shares that will comprise AMP’s issued share capital when it converts to a company limited by shares, and

(iii) the name and address of each person who will be a shareholder in AMP when AMP converts to a company limited by shares (being NHL or a subsidiary of NHL), and