Insurance Act 1973

An Insurance Act statutory manager of a body corporate that is a company that has a share capital and is registered under the Corporations Act 2001 may do one or more of the following acts on terms determined by the Insurance Act statutory manager:

issue shares, or rights to acquire shares, in the company;

cancel shares, or rights to acquire shares, in the company;

reduce the company’s share capital by cancelling any paid‑up share capital that is not represented by available assets;

sell shares, or rights to acquire shares, in the company;

vary or cancel rights or restrictions attached to shares in a class of shares in the company.

Before doing such an act, the Insurance Act statutory manager will usually need to get and consider a report on the fair value of each share or right concerned: see section 62ZOG.

As soon as practicable after doing an act described in paragraph (1)(a), (b), (c) or (e) or subsection (3), the Insurance Act statutory manager must give written notice to the persons who were members (under section 231 of the Corporations Act 2001) of the company just before the act, identifying the act and explaining its effect on their interests as members.

One of the acts to which subsection (2) relates is the offering of shares, or rights to acquire shares, in the company for sale under paragraph (1)(d).

An Insurance Act statutory manager may do an act under subsection (1) despite:

the Corporations Act 2001; and

the company’s constitution; and

any contract or arrangement to which the company is party; and

any listing rules of a financial market in whose official list the company is included.

This section does not apply in relation to a body corporate that is:

a foreign general insurer; or

a subsidiary of a foreign general insurer; or

an authorised NOHC of a foreign general insurer.