7Application for conversion

#### 7 Application for conversion 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 > > > > > > > (iv) the number of shares, or the method of determining the number of shares, that will be held by each AMP shareholder, and > > > > > > > (v) if NHL is not the sole AMP shareholder—particulars sufficient to show that NHL will be the ultimate holding company of AMP after AMP converts to a company limited by shares, and > > > > > > > (vi) the consideration (if any) to be provided by each AMP shareholder for AMP shares, and > > > > > > > (vii) the amount (if any) that will be unpaid on any of the shares of AMP, > > > > > (g) a statement signed under the authority of a resolution of the directors of NHL— > > > > > > > (i) stating their intention that NHL will issue shares on the same day as AMP converts to a company limited by shares, and > > > > > > > (ii) referring to records of AMP that, in accordance with the conversion resolution referred to in paragraph (a) (ii), identify or provide the method of identifying the persons to whom those shares are to be issued and the number of shares to be issued to each person, and > > > > > > > (iii) setting out (by reference to matters including share capital and any share premium account, retained profit and revaluation reserve) how the issue of shares will be accounted for in the accounts and accounting records of NHL, > > > > > (h) written consent to the application by each AMP shareholder. > > > (3) The application must be in the form approved by the Attorney General. > > > (4) AMP may amend the application with the consent of the Attorney General at any time before the issue of the certificate of conversion.