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Financial Sector Legislation Amendment (Restructures) Bill 2007

Schedule 3 Consequential amendments

   

Australian Prudential Regulatory Authority Act 1998

1  Subsection 3(1) (paragraph (f) of the definition of prudential regulation framework law )

Repeal the paragraph, substitute:

                      (f)  the Financial Sector (Business Transfer and Group Restructure) Act 1999 ;

Financial Sector (Transfers of Business) Act 1999

2  At the end of the title

Add “ , and to make provision in relation to internal restructures within some groups of financial institutions

3  Section 1

Repeal the section, substitute:

1   Short title

                   This Act may be cited as the Financial Sector (Business Transfer and Group Restructure) Act 1999 .

Note:       This item amends the short title of the Act. If another amendment of the Act is described by reference to the Act’s previous short title, that other amendment has effect after the commencement of this item as an amendment of the Act under its amended short title (see section 10 of the Acts Interpretation Act 1901 ).

4  At the end of Section 8

Add:

             (7)  Part 4A deals with proposals by ADI, general insurer or life insurance company groups to restructure the group (under Part 5.1 of the Corporations Act 2001 ).

Note:          For an overview of Part 4A, see section 36A.

5  Subsection 41(1)

After “ADI,”, insert “or in relation to the restructure, or the possible restructure, of an ADI and one or more related bodies corporate,”.

6  Subsection 41(2)

After “life insurance company,”, insert “or in relation to the restructure, or the possible restructure, of a life insurance company and one or more related bodies corporate,”.

7  At the end of section 41

Add:

             (3)  For the purpose of deciding whether or how to perform or exercise functions or powers under this Act in relation to the restructure, or the possible restructure, of a general insurer and one or more related bodies corporate, each of the following provisions:

                     (a)  section 115 of the Insurance Act 1973 ;

                     (b)  any other provision of that Act, or of another Act, prescribed by the regulations;

has effect as if this Act were part of the Act that contains the provision.

8  Subsection 43(4)

After “under this Act,”, insert “or in relation to a restructure that takes effect or may take effect under this Act,”.

9  Subsection 43(9)

After “(whether voluntary or compulsory)”, insert “, or a transfer pursuant to an internal transfer certificate,”.

Income Tax Assessment Act 1997

10  Section 320-300

Omit “ Financial Sector (Transfers of Business) Act 1999 ”, substitute “ Financial Sector (Business Transfer and Group Restructure) Act 1999 ”.

11  Paragraph 320-305(b)

Omit “ Financial Sector (Transfers of Business) Act 1999 ”, substitute “ Financial Sector (Business Transfer and Group Restructure) Act 1999 ”.

12  Subsection 703-30(2) (after paragraph (a) of the note)

Insert:

(aa)          ownership of certain preference shares following an ADI restructure (see section 703-37); or

13  At the end of section 705-85

Add:

Increase to cover ADI restructure preference share interests

             (4)  If any * share in the joining entity needed to be disregarded under section 703-37 in order for the joining entity to be a * wholly-owned subsidiary of the * head company at the joining time, the step 2 amount worked out under section 705-70 is increased by the sum of the * market values of those shares.

14  Subsection 705-200(1)

Omit “either of the following”, substitute “any of the following”.

15  After paragraph 705-200(1)(b)

Insert:

                     (c)  certain preference share interests in subsidiary members of the acquired group;

16  Subsection 705-200(2)

Omit “and (2)”, substitute “, (2) and (4)”.

17  At the end of subsection 707-325(5)

Add:

               ; or (c)  in association with the acquisition of a * share, in a body corporate, in relation to which the conditions in subsection 703-37(4) are met.

18  Subsection 707-325(5) (note)

Repeal the note, substitute:

Note 1:       Section 703-35 of this Act and section 139CD of the Income Tax Assessment Act 1936 deal with shares acquired under arrangements for employee shareholdings.

Note 2:       Section 703-37 of this Act deals with certain preference shares following an ADI restructure.

19  Section 709-80 (heading)

Repeal the heading, substitute:

709-80   Subsidiary member’s distributions on employee shares and certain preference shares taken to be distributions by the head company

20  Paragraph 709-80(1)(c)

After “subsection 703-35(4)”, insert “or 703-37(4)”.

21  Subsection 709-80(1) (note)

Repeal the note, substitute:

Note 1:       Subsection 703-35(4) requires certain shares held under employee share schemes to be disregarded.

Note 2:       Subsection 703-37(4) requires certain preference shares to be disregarded following an ADI restructure.

22  After subsection 711-45(6)

Insert:

Increase to cover ADI restructure preference share interests

          (6A)  If any * share in the leaving entity needed to be disregarded under section 703-37 in order for the leaving entity to be a * wholly-owned subsidiary of the * head company at the leaving time, the step 4 amount is increased by the sum of the * market values of those shares.

23  Subsection 715-615(1)

After “(about employee shares)”, insert “, or section 703-37 (about ADI restructures),”.

24  Application

            The amendments made by items 10 to 23 of this Schedule apply in relation to restructure instruments that come into force under the Financial Sector (Business Transfer and Group Restructure) Act 1999 on or after 1 July 2007.

Life Insurance Act 1995

25  Subsection 190(5)

Omit “ Financial Sector (Transfers of Business) Act 1999 ”, substitute “ Financial Sector (Business Transfer and Group Restructure) Act 1999 ”.