Section 1 - Casino (Burswood Island) Agreement Act 1985 - All Casino Taxes are to be paid to the Treasurer of the State each month, within 8 days after the end of the month. | Zoe
1 All Casino Taxes are to be paid to the Treasurer of the State each month, within 8 days after the end of the month.
2 To give effect to the parties’ agreement that the Casino Tax Rates specified in this Schedule C take effect from 24 December 2002:
(a) the Commission will determine the amount equal to all of the Casino Taxes which would have been payable for the period commencing 24 December 2002 and concluding on the last day of the month within which this Agreement takes effect, if this Agreement had taken effect on 24 December 2002;
(b) if the amount calculated under paragraph 2(a) of this Item 2 is more than the actual amount paid by the Trustee under clause 23(1)(a) of the State Agreement for the period referred to in paragraph 2(a), then the Trustee must pay the difference between the two amounts to the Treasurer at the same time and in the same manner as the next monthly payment is due under clause 23(1)(a); and
(c) if the amount calculated under paragraph 2(a) of this Item 2 is less than the actual amount paid by the Trustee under clause 23(1)(a) of the State Agreement for the period referred to in paragraph 2(a), then the difference between the two amounts shall be set off against monthly payments due under clause 23(1)(a) until it has been set off in full.
SCHEDULE D
TABLE GAMES
Baccarat
Big and Small
Blackjack
Caribbean Stud Poker
Craps
Fan Tan
French Boule
Mini Baccarat
Mini Dice
Money Wheel
Multiple Action Blackjack
Pai Gow Poker
Burswood Manila
Competition Burswood Manila
Five Card Stud
Competition Five Card Stud
Six Card Stud
Competition Six Card Stud
Seven Card Stud
Competition Seven Card Stud
Draw Poker
Competition Draw Poker
Draw Poker Ante
Competition Draw Poker Ante
Manila
Competition Manila
American Roulette
Tournament American Roulette
Super Pan 9
Tournament Baccarat
Tournament Baccarat (Burswood)
Tournament Blackjack
Tournament Two Up
Two Up Coins
Two Up Dice
Progressive Blackjack
Pai Gow Dominoes
Pontoon
SCHEDULE E
PROPOSED AMENDMENTS TO THE CONSTITUTION OF BURSWOOD LIMITED
The constitution of Burswood Limited is amended by deleting Article 3 and substituting the following Article 3:
“3 REQUIREMENTS OF THE STATE AGREEMENT
Interpretation
3.1 In this Article 3:
(a) State Agreement means the agreement referred to in the Casino (Burswood Island) Agreement Act 1985;
(aa) probity approval notice in relation to a person means a notice served on the Company in respect of that person under section 14(9) of the Casino (Burswood Island) Agreement Act 1985;
(ab) approval cancellation notice in relation to a person means a notice served on the Company in respect of that person under section 15(4) of the Casino (Burswood Island) Agreement Act 1985;
(ac) probity review period in relation to a person means a period of 90 days, or such longer period as the Commission may allow under section 13(2) of the Casino (Burswood Island) Agreement Act, after the person becomes the holder of a relevant interest in Shares that represent more than 10% of the voting Shares in the Company;
(ad) section 17 notice in relation to a person means a notice served on the Company in respect of that person under section 17(4) of the Casino (Burswood Island) Agreement Act;
(b) Commission, Commission’s Nominated Representative and Minister have the same meaning as in the State Agreement;
(c) Australian citizen, foreign person and relevant interest have the same meaning as in Schedule B to the State Agreement; and
(d) a reference to the requirements of the State Agreement includes the provisions and restrictions that must be included in this Constitution under clause 17 of the State Agreement.
Background
3.2 The State Agreement requires this Constitution to comply with certain requirements. These requirements include restrictions on the acquisition and ownership and voting of Shares. Accordingly, it is necessary to regulate these matters in the manner set out in this Article 3. Except as set out in Articles 3.6 to 3.9A inclusive, Shares in the Company may be acquired, owned, and the voting rights in respect of those Shares may be exercised, in any manner permitted by the other provisions of this Constitution, the Corporations Act and the Listing Rules.
3.3 The Company’s compliance with the Listing Rules and the granting of CHESS approval for its securities may limit the Company’s ability to restrict registration of transfer of Company Securities prior to the Company being satisfied that there would be no breach of the requirements of the State Agreement. Accordingly, this Article 3 contains provisions consistent with the requirements of the State Agreement which entitle the Directors in certain circumstances to deprive a person of rights and powers in relation to Company Securities registered in a person’s name and to order the divestiture of Company Securities.
3.4 The Company, its members and holders of Company Securities acknowledge and recognise that the exercise of the powers given to the Company and its Directors under this Article 3 may cause individual members and holders of Company Securities considerable financial disadvantage, but the members, holders of Company Securities and Company acknowledge that such a result is necessary to enable the Company to comply with the requirements of the State Agreement.
3.5 The powers conferred under this Article 3 are to be interpreted widely. In exercising the powers under this Article 3, the Directors are entitled to have sole regard to the interests of the Company and may disregard any loss or disadvantage that may be suffered by individual members or holders of Company Securities affected by the exercise of those powers. Members and holders of Company Securities acknowledge that they have no right of action against the Directors or the Company for any loss or disadvantage incurred by them as a result, whether directly or indirectly, of the Directors exercising the powers pursuant to this Article 3.
Restrictions on ownership of Shares
3.6 A person is not eligible to be issued, acquire or own (including own jointly) Shares if, as a result of that issue, acquisition or ownership, foreign persons would have a relevant interest in Shares that represent in total more than 40% of the voting Shares in the Company. This does not apply to the extent that the Minister by notice to the Company has exempted any existing or future holding of Shares by a specified person from this restriction for a period specified in the notice.
3.7 A person is not eligible to be issued Shares if as a result of that issue an individual person would have a relevant interest in Shares that represent more than 10% of the voting Shares in the Company, unless in relation to that person the Company:
(a) has received a probity approval notice;
(b) has not received an approval cancellation notice; and
(c) has not received a section 17 notice.
3.7A A person is not eligible to own (including own jointly) Shares if as a result of that ownership an individual person (a “substantial holder”) would have a relevant interest in Shares that represent more than 10% of the voting Shares in the Company:
(a) after the expiry of the probity review period in relation to that person, unless the Company has received a probity approval notice in relation to that person; or
(b) at any time after the Company has received an approval cancellation notice or a section 17 notice in relation to that person.
Voting
3.8 On any vote in respect of the appointment, replacement or removal of a Director, the votes attaching to any substantial foreign shareholdings will not be counted in respect of the appointment, replacement or removal of more than one‑third of the Directors who hold office at any particular time, so that at any particular time not less than two‑thirds of the Directors have been appointed by a resolution of Shareholders in respect of which no votes attaching to any substantial foreign shareholding was counted.
3.9 For the purposes of Article 3.8, a “substantial foreign shareholding” is a shareholding of 10% or more of the voting Shares in the Company in which a particular foreign person has a relevant interest.
3.9A On any vote at a meeting of members or a class of members, where any individual person holds a relevant interest in Shares that represent more than 10% of the voting Shares in the Company and in relation to that person the Company:
(a) has not received a probity approval notice; or
(b) has received a section 17 notice,
the votes cast in respect of those Shares will be disregarded to the extent that they exceed the total number of votes that could have been cast on that resolution in respect of 10% of the voting Shares in the Company.
Enforcement powers of Directors
3.10 The Directors have the following powers to enable them to enforce the restrictions referred to in Articles 3.6, 3.7, 3.7A, 3.8 and 3.9A:
(a) the power to do anything necessary to effect the transfer or disposal of Company Securities held by a person in accordance with Articles 3.21 ‑ 3.25;
(b) the power to remove or limit the right of a person to exercise voting rights attached to voting Shares in accordance with Articles 3.27 ‑ 3.29;
(c) the power to end the appointment of a person to the office of Director in accordance with Article 3.26;
(d) the power to suspend the rights to dividends attaching to a Share; and
(e) the power to require or cause divesture of Company Securities held by a person in accordance with Articles 3.21 ‑ 3.25.
Change of name
3.11 The Company must not take any action to bring about a change of the company name under which the Company is registered for the purposes of the Corporations Act to a name that does not include the word “Burswood”, unless the prior approval of the Minister has been obtained.
Head office
3.12 The head office of the Company must always be located in Western Australia. For this purpose, “head office” means the place of business of the Company where central management and control are exercised.
Board of Directors
3.13 Any one Shareholder must not nominate more than one of the Directors unless:
(a) that Shareholder holds more than 10% of the voting shares in the Company; and
(b) the Company has received a probity approval notice, and has not received a section 17 notice, in relation to that Shareholder.
3.14 At all times at least two‑thirds of the Directors must be Australian citizens.
3.15 At all meetings of the Board of Directors, the Director presiding at or chairing the meeting (however described) must be an Australian citizen.
Place of incorporation
3.16 The Company must not at any time take any action to become incorporated outside Australia.
Auditor
3.17 The Company must appoint the Auditor or Auditors of the Company in accordance with the provisions of the Corporations Act, but no person may be so appointed as Auditor unless that person’s appointment has first been approved by the Minister.
Making information available
3.18 The Company and the Directors must make available for inspection by the Minister, the Commission or the Commission’s Nominated Representative all information held in respect of the ownership, holdings of Shares and other Company Securities, Directors or corporate structure of the Company, and all minutes of meetings of Shareholders and Directors and other records relating thereto.
Right to attend and speak
3.19 The Commission or the Commission’s Nominated Representative is entitled to attend and speak at any meeting of the Company or its Directors as though it or he or she were a Shareholder or a Director. Nothing contained in this Article confers on the Commission or the Commission’s Nominated Representative a right to vote.
3.20 The Company must deliver to the Commission a copy of all notices that are forwarded to Shareholders or Directors of such meetings in the same manner and at the same time as such notices are forwarded to Shareholders or Directors as the case may be.
Right to transfer
3.21 The Directors have the right to effect the transfer or disposal of Company Securities held by a person to the extent considered necessary by the Directors to prevent a possible contravention or a possible continuation of a contravention of the restrictions referred to in Articles 3.6, 3.7 and 3.7A.
3.22 If the Directors reasonably believe that circumstances exist which permit them to effect the transfer or disposal of Company Securities under Article 3.21, the Directors may by notice in writing (“Sale Notice”) to the holder of the Company Securities specified in the Sale Notice require that, within 30 days of the date of the Sale Notice (or such other period as specified in the Sale Notice provided that where the period is reduced the ASX gives its approval to the reduction):
(a) those Company Securities be transferred or disposed of; or
(b) the holder satisfy the Directors that the requirements of Articles 3.6, 3.7 and 3.7A have not been and will not be contravened.
Right to require information
3.23 A person holding Company Securities must, if required by notice from the Company, furnish to the Company within 15 days of the date of the notice (or within such other period as the Directors notify, provided that where the period is reduced the ASX gives its approval to the reduction) a written statement by that person, or in the case of a corporation by a director or secretary of that corporation, in a form approved by the Directors (and if required by the Directors verified by statutory declaration or by other means acceptable to the Directors) setting out whatever information is in the opinion of the Directors necessary for the Directors to determine the eligibility of that person or corporation to continue to hold Company Securities having regard to the requirements of Articles 3.6, 3.7 and 3.7A.
Power to disenfranchise and dispose
3.24 If a person fails to comply with a requirement of Articles 3.22 or 3.23 and the Directors know of such failure:
(a) the Directors may, at any time, declare by notice in writing (“Suspension Notice”) to the person who is the holder of the Company Securities that the voting interests, dividend interests and winding up interests that the holder is entitled to (under this Constitution or by any law) in relation to those Company Securities that the Directors believe are or may be held in breach of Article 3.6, 3.7 or 3.7A are, to the extent declared in the notice, suspended from the date of the Suspension Notice until the Company Securities are disposed of in accordance with clause 3.22 or until a written statement or statutory declaration or both is provided as required by Article 3.23; and
(b) in the case of a person failing to comply with Article 3.23 ‑ if within 15 days of the date of a Suspension Notice the relevant written statement or statutory declaration or both has not been provided, the Directors may give notice in writing (“Disposal Notice”) to the holder of the Company Securities requiring that the Company Securities (or some of them) must be transferred or disposed of within 30 days of the date of the Disposal Notice (or such other period as is specified in the Disposal Notice provided that where the period is reduced the ASX gives its approval to the reduction).
3.25 If a notice under Article 3.22 or 3.24(b) is not complied with by the holder of the Company Securities within the time limit specified, the Directors may appoint a person to execute any documents and implement any procedures that may be required to procure the transfer or disposal of the Company Securities on behalf of the holder and to receive and give a good discharge for the purchase price. The Company Securities are to be sold as part of the ordinary trading on the ASX and the Directors are to use reasonable endeavours to obtain a fair and reasonable purchase price. The net proceeds of any transfer or disposal under this Article must be paid to the person who held the Company Securities, provided that the person has delivered to the Company such documents or information as may be reasonably required by the Directors. Upon the name of the transferee being entered in the Register in purported exercise of the powers under this Article, the validity of the transfer or disposal may not be challenged by any person.
Composition of Board
3.26 If at any time the composition of the Board of Directors is or may become inconsistent with Articles 3.13 or 3.14, or has been affected by a resolution passed in circumstances where the voting exclusion in Articles 3.8 or 3.9A has not been applied or has not been applied properly, the Directors may:
(a) appoint one or more new Directors under Article 14.11; or
(b) convene a general meeting to consider one or more resolutions to remove or appoint a Director; or
(c) subject to the Corporations Act take such steps as are available to them to remove a Director,
as they consider necessary to prevent a possible contravention or a possible continuation of a contravention of the requirements of this Article 3.
Right to vote
3.27 The Directors have the right to prevent the votes attaching to Shares being exercised or counted in circumstances where that is considered necessary by the Directors to give effect to the provisions of Articles 3.8 or 3.9A.
3.28 A person holding Company Securities must, if required by notice from the Company, furnish to the Company within 15 days of the date of the notice (or within such other period as the Directors notify, provided that where the period is reduced the ASX gives its approval to the reduction), a written statement by that person, or in the case of a corporation by a director or secretary of that corporation, in a form approved by the Directors (and if required by the Directors verified by statutory declaration or by other means acceptable to the Directors) setting out whatever information is in the opinion of the Directors necessary for the Directors to determine the eligibility of that person or corporation to have its votes counted.
3.29 If a person fails to comply with a requirement of Article 3.28 and the Directors know of such failure, the Directors may, within a reasonable time, declare by notice in writing to the person who is the holder of the Company Securities that some or all of the voting rights that the holder is entitled to in relation to Company Securities are, to the extent declared in the notice, suspended from the date of the Suspension Notice until a written statement or statutory declaration or both is provided as required by Article 3.28.
Application of Article 3
3.30 To the extent of any inconsistency, the provisions of this Article 3 override the remainder of the Articles in this Constitution.
3.31 The provisions of this Article 3 only apply for so long as and to the extent necessary to comply with the requirements of the Casino (Burswood Island) Agreement Act 1985 and the State Agreement.”
SIGNED by THE HONOURABLE ) NICHOLAS DAVID GRIFFITHS) MLC ) N Griffiths
for and on behalf of the State of )
Western Australia in the presence of: )
B A Sargeant
B A Sargeant
THE COMMON SEAL of ) BURSWOOD NOMINEES LTD ) C.S.
(ACN 078 250 307) is duly affixed )
by authority of its directors in the )
presence of: )
John W SchaapM J Egan
MANAGING DIRECTOR COMPANY SECRETARY
M. J. EGAN
(block letters) (block letters)
THE COMMON SEAL of ) BURSWOOD RESORT)C.S. (MANAGEMENT) LTD )
(ACN 009 396 945) is duly affixed )
by authority of its directors in the )
presence of: )