Insurance Acquisitions and Takeovers (Notices) Regulations
I, THE GOVERNOR-GENERAL of the Commonwealth of Australia, acting with the advice of the Federal Executive Council and under section 4 of the Acts Interpretation Act 1901, make the following Regulations under the Insurance Acquisitions and Takeovers Act 1991.
Dated 11 March 1992.
BILL HAYDEN
Governor-General
By His Excellency’s Command,
R. McMULLAN
Parliamentary Secretary to the Treasurer
for and on behalf of the
Treasurer
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Citation
These Regulations may be cited as the Insurance Acquisitions and Takeovers (Notices) Regulations.
Commencement
These Regulations commence on the date of commencement of the Insurance Acquisitions and Takeovers Act 1991.
Interpretation
In these Regulations, “the Act” means the Insurance Acquisitions and Takeovers Act 1991.
Notices—prescribed forms
(1) For the purposes of paragraph 24 (b) of the Act, the prescribed form of notice is:
(a) in the case of a notice by a person of the person’s intention to enter into the agreement mentioned in that paragraph—Form 1 in the Schedule; and
(b) in the case of a notice by a company of the company’s intention to issue the shares mentioned in that paragraph—Form 2 in the Schedule.
(2) For the purposes of paragraph 38 (b) of the Act, the prescribed form of notice is Form 3 in the Schedule.
(3) For the purposes of paragraph 52 (b) of the Act, the prescribed form of notice is Form 4 in the Schedule.
(4) For the purposes of paragraph 52 (c) of the Act, the prescribed form of notice is Form 5 in the Schedule.
Supporting documents
(1) Unless the Minister otherwise directs, a person giving a notice mentioned in regulation 4 that relates to an agreement or arrangement must attach to the notice all documents and other papers in the person’s possession or control relating to the agreement or arrangement.
(2) If, under an agreement or arrangement mentioned in subregulation (1), the person proposes to acquire an asset, interest, right or benefit of a company, the person must attach to the notice that relates to the agreement a copy of the balance sheet and a copy of the profit and loss account of the company for each period for which a profit and loss account of the company has been laid before the company in general meeting during the preceding 2 years.
(3) If the person mentioned in subregulation (1) is a company, the company must attach to the notice that relates to the agreement a copy of the balance sheet and a copy of the profit and loss account of the company for each period for which a profit and loss account of the company has been laid before it in general meeting during the preceding 2 years.
(4) If the person mentioned in subregulation (1) gives the notice as a trustee, or on behalf of trustees, the person must attach a copy of the relevant trust deed (including any amendments to the trust deed).
Constituent document
Unless the Minister otherwise directs, an Australian-registered insurance company giving a notice under paragraph 52 (c) of the Act stating that it proposes to alter a constituent document of the company must attach to the notice a copy of the constituent document and copies of all papers in the company’s possession or control relating to the proposed alteration of the constituent document.
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SCHEDULE
FORM 1 Paragraph 4 (1) (a)
Insurance Acquisitions and Takeovers Act 1991
NOTICE UNDER PARAGRAPH 24 (b) OF THE ACT OF A PERSON’S INTENTION TO ENTER INTO AN AGREEMENT TO ACQUIRE SHARES MENTIONED IN THAT PARAGRAPH
General Directions
The person giving this Notice must attach to the Notice the documents required under regulation 5 of the Insurance Acquisitions and Takeovers (Notices) Regulations to be attached to this Notice.
If, in relation to any matter, the space provided in the Notice is insufficient to insert the required particulars, show the particulars in a separate attachment to this Notice.
____________________
To the Minister,
......................................I give notice under paragraph 24 (b) of the Insurance Acquisitions and Takeovers Act 1991 that I.....
(the person mentioned in Part 1 of this Notice) propose to enter into an agreement with ..
The Table in this Part is to be completed in relation to the proposed acquisition of shares in the company mentioned in Part 3.
TABLE
PARTICULARS OF SHARES
PROPOSED TO BE ACQUIRED
Class ofshares
Number of votes attaching to shares of that class and that number as a percentage of the total number of votes attaching to all classes of shares on issue from the company
Number of shares of that class already held by the person and that number as a percentage of the total number of shares on issue from the company
Total number of shares of that class on issue from the company
Number of previously issued shares of that class proposed to be acquired and that number as a percentage of the total number of shares on issue from the company
Number of shares proposed to be acquired from a proposed new issue of shares of that class and that number as a percentage of the total number of shares that there will be after the proposed new issue
The particulars specified in this Notice are true and correct to the best of my knowledge, information and belief.
Signed by or on behalf of the person giving this notice by:.....................
Full name ....................................................
NOTICE UNDER PARAGRAPH 24 (b) OF THE ACT OF AN INTENTION TO ISSUE THE SHARES MENTIONED IN THAT PARAGRAPH
General Directions
The person giving this Notice must attach to the Notice the documents required under regulation 5 of the Insurance Acquisitions and Takeovers (Notices) Regulations to be attached to this Notice.
If, in relation to any matter, the space provided in the Notice is insufficient to insert the required particulars, show the particulars in a separate attachment to this Notice.
___________________
To the Minister,
......................................I give notice under paragraph 24 (b) of the Insurance Acquisitions and Takeovers Act 1991 that .....
(the company mentioned in Part 1 of this Notice) proposes to issue shares to........,
The company should complete the table in relation to the shares it proposes to issue to the person mentioned in Part 2.
TABLE
PARTICULARS OF SHARES PROPOSED
TO BE ISSUED
Class ofshares
Number of votes attaching to shares of that class and that number as a percentage of the total number of votes attaching to all classes of shares on issue from the company
Number of shares of that class already held by the person and that number as a percentage of the total number of shares on issue from the company
Total number of shares of that class on issue from the company
Number of previously issued shares of that class proposed to be issued and that number as a percentage of the total number of shares on issue from the company
Number of shares proposed to be issued from a proposed new issue of shares of that class and that number as a percentage of the total number of shares that there will be after the proposed new issue
The particulars specified in this Notice are true and correct to the best of my knowledge, information and belief.
Signed by or on behalf of the person giving this notice by:.....................
Full name ....................................................
NOTICE UNDER PARAGRAPH 38 (b) OF THE ACT OF INTENTION TO ACQUIRE THE ASSETS, INTERESTS, RIGHTS OR BENEFITS, OR TO ENTER THE ARRANGEMENT MENTIONED IN THAT PARAGRAPH
General Directions
The person giving this Notice must attach to the Notice the documents required under regulation 5 of the Insurance Acquisitions and Takeovers (Notices) Regulations to be attached to this Notice.
If, in relation to any matter, the space provided in the Notice is insufficient to insert the required particulars, show the particulars in a separate attachment to this Notice.
____________________
To the Minister,
I give notice under paragraph 38 (b) of the Insurance Acquisitions and Takeovers Act 1991 that I.....
the person mentioned in Part 1 of this Notice:
* propose to enter into a transaction with................................................ (the person mentioned in Division 1 of Part 2 of this Notice) to acquire assets of an Australian-registered insurance company...................................................................................................(the company mentioned in Division 2 of Part 2 of this Notice); or
* propose to enter into an arrangement with .................................................................. (the company mentioned in Division 1 of Part 2 of this Notice) in relation to the leasing or letting on hire of, or the granting of other rights to use, assets of an Australian-registered insurance company, namely ..................................................................................(the company mentioned in Division 2 of Part 2 of this notice; or
* propose to acquire any or all of the interests, rights or benefits of an Australian-registered insurance company ......................................(the company mentioned in Division 2 of Part 2 of this notice) under one or more contracts of insurance where the company is the insurer.
* (Delete whichever is inapplicable.)
Particulars of the relevant assets, interests, rights, benefits, contract or arrangement (if any) are set out in Part 3 of this Notice.
PART 1
PARTICULARS OF PERSON GIVING NOTICE
Directions for Part 1
Division 1 of this Part is to be completed if the person giving notice is not a company.
Division 2 of this Part is to be completed if the person giving notice is a company.
If the notice is given by trustees or on behalf of trustees:
Particulars of trust:
Name of trust ..................................................
Name of trustee ................................................
Names of beneficiaries............................................
(Please attach a copy of trust deed to this Notice.)
PART 2
PARTICULARS OF PERSONS OTHER THAN
PERSON GIVING NOTICE
Directions for Part 2
If the person giving notice states that the person proposes to enter a transaction to acquire assets of an Australian-registered insurance company, Division 1 should be completed in relation to the person with whom the agreement is made. Division 2 should be completed in relation to the Australian-registered insurance company. If the proposed transaction is to be entered with the Australian-registered insurance company the person giving notice may insert “as above” in Division 2.
If the person giving notice states that the person proposes to enter into an arrangement with a person in relation to the leasing or letting on hire of, or the granting of other rights to use, assets of an Australian-registered company, Division 1 should be completed in relation to the person with whom the arrangement is made. Division 2 should be completed in relation to the Australian-registered insurance company. If the proposed arrangement is to be entered with the Australian-registered insurance company the person giving notice may insert “as above” in Division 2.
If the person giving notice states that the person proposes to acquire any or all of the interests, rights or benefits of an Australian-registered insurance company under one, or more contracts of insurance where the company is the insurer, Division 2 should be completed in relation to the company.
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Division 1
PARTICULARS OF PERSON WITH WHOM
ARRANGEMENT/TRANSACTION MADE
PARTICULARS OF A PERSON OTHER THAN A COMPANY
Full name.....................................................
Country where ordinarily resident.....................................
Address in that country............................................
Address in Australia for service......................................
State or Territory..............................................................................Postcode..........
PARTICULARS OF ASSETS, INTERESTS, RIGHTS, BENEFITS, CONTRACTS OR ARRANGEMENT
Directions for Part 3:
If the person giving notice states that the person proposes to acquire assets of an Australian-registered insurance company, Division 1 of Part 3 should be completed.
If the person giving notice states that the person proposes to enter into an arrangement in relation to the leasing or letting on hire of, or the granting of other rights to use, assets of an Australian-registered insurance company, Division 2 of Part 3 should be completed.
If the person giving notice proposes to acquire any or all of the interests, rights or benefits of an Australian-registered insurance company under one or more contracts of insurance where the company is the insurer, Division 3 of Part 3 should be completed.
Division 1
PARTICULARS OF THE TRANSACTION UNDER WHICH THE PERSON GIVING NOTICE PROPOSES TO ACQUIRE ASSETS OF THE AUSTRALIAN-REGISTERED INSURANCE COMPANY
NOTICE UNDER PARAGRAPH 52 (b) OF THE ACT OF A PERSON’S INTENTION TO ENTER INTO AN AGREEMENT MENTIONED IN THAT PARAGRAPH
General Directions
The person giving this Notice must attach to the Notice the documents required under regulation 5 of the Insurance Acquisitions and Takeovers (Notices) Regulations to be attached to this Notice.
If, in relation to any matter, the space provided in the Notice is insufficient to insert the required particulars, show the particulars in a separate attachment to this Notice.
____________________
To the Minister,
I give notice under paragraph 52 (b) of the Insurance Acquisitions and Takeovers Act 1991 that I.....
(the person mentioned in Part 1 of this Notice) propose to enter into an agreement with..
PROPOSAL MENTIONED IN THAT PARAGRAPH TO ALTER A CONSTITUENT DOCUMENT OF A COMPANY
General Directions
The person giving this Notice must attach to the Notice the documents required under regulation 5 of the Insurance Acquisitions and Takeovers (Notices) Regulations to be attached to this Notice.
If, in relation to any matter, the space provided in the Notice is insufficient to insert the required particulars, show the particulars in a separate attachment to this Notice.
____________________
To the Minister,
I give notice under paragraph 52 (c) of the Insurance Acquisitions and Takeovers Act 1991 that it is proposed to alter a constituent document of.....
(the company mentioned in Part 1 of this Notice).
Particulars of the constituent document are set out in Part 2 of this Notice
PART 1
PARTICULARS OF COMPANY GIVING NOTICE
Directions for Part 1
This part is to be completed in relation to the Australian-registered insurance company of which it is proposed to alter a constituent document.
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PARTICULARS OF AUSTRALIAN-REGISTERED INSURANCE COMPANY GIVING NOTICE
Name of company...............................................
Place of incorporation.............................................
Address of head office............................................
Address in Australia of registered office ................................
Address in Australia for service ......................................
State or Territory...............................................................................Postcode.........