Government Insurance Office (Privatisation) Act 1991

This Act may be cited as the Government Insurance Office (Privatisation) Act 1991.

This Act commences on days to be appointed by proclamation.

Part 3 is to commence on a day that is after the day appointed for the commencement of Part 2.

The object of this Act is to provide for the conversion of the Government Insurance Office into a public company and for its sale by a public float, and in particular:

to convert GIO from a statutory authority into a public company limited by shares and with the name “GIO Australia Holdings Limited”, and

to repeal the Government Insurance Act 1927 and to apply the Corporations Law to GIO after its conversion, and

to replace the State’s existing equity in GIO by the issue of fully paid up shares to the State and the creation of a debt payable to the State by GIO after its conversion, and

to authorise the Minister to exclude from the sale of GIO any part of the business undertakings of GIO and of its subsidiaries, and to reorganise those business undertakings before the sale, and

to authorise the sale of GIO by a public float (comprising disposal of the shares issued to the State on the conversion and the initial issue of shares by GIO after its conversion to repay the specially created debt to the State) and to limit to 10% the maximum initial shareholding of any one purchaser.

In this Act:

assets means any legal or equitable estate or interest (whether present or future and whether vested or contingent) in real or personal property of any description (including money), and includes securities, choses in action and documents.

business undertaking of GIO or of a GIO subsidiary means all the assets, rights and liabilities of GIO or the subsidiary.

conversion means the conversion of GIO into a public company on the commencement of Part 3.

excluded undertaking means any assets, rights or liabilities of GIO or a GIO subsidiary which the Minister has directed to be excluded under Part 5.

GIO means the body corporate that, immediately before the conversion, exists because of section 3 of the GIO Act under the name of the Government Insurance Office of New South Wales (that name being changed on conversion to GIO Australia Holdings Limited).

GIO Act means the Government Insurance Act 1927.

GIO Board means the Government Insurance Office of New South Wales Board established by section 3B of the GIO Act.

GIO subsidiary means a subsidiary of GIO within the meaning of the Corporations Law.

instrument means an instrument (other than this Act) which creates, modifies or extinguishes rights or liabilities (or would do so if lodged, filed or registered in accordance with any law), and includes any judgment, order and process of a court.

liabilities means all liabilities, debts and obligations (whether present or future and whether vested or contingent).

rights means all rights, powers, privileges and immunities (whether present or future and whether vested or contingent).

Self Insurance Corporation means the NSW Self Insurance Corporation constituted by the NSW Self Insurance Corporation Act 2004.

share means a share in the share capital of a body corporate.

the State of New South Wales includes the Crown in right of New South Wales and the Government of New South Wales.

In this Act:

a reference to a function includes a reference to a power, authority and duty, and

a reference to the exercise of a function includes, in the case of a duty, a reference to the performance of that duty.

In this Act, a reference to the business undertaking of GIO or of a GIO subsidiary at any particular time does not include a reference to any part of that undertaking that has been excluded or transferred by this Act before that time.

As from the commencement of this Part, GIO is to have a share capital.

The nominal share capital is to be $1,000,000,000. The amount of the issued share capital is to be equal to the amount that section 6 requires to be applied in paying up shares in GIO.

The share capital is to be divided into shares of $1 each.

The share capital may be divided into classes of shares.

Rights may be attached to shares included in a class of shares.

Anything done under subsection (4) or (5) is to be done by the Minister by order in writing.

This section has effect for the purposes of this Act despite anything to the contrary in section 7B (2) of the GIO Act.

As from the conversion, this section has effect subject to the Corporations Law and to the memorandum and articles of association of GIO.

As soon as practicable after the commencement of this Part, GIO is required to apply the requisite amount of its capital in paying up, in full, shares in GIO.

The requisite amount of capital is such amount as the Minister determines by order in writing. The Minister is required to consult with the GIO Board before making such an order.

As soon as practicable after complying with subsection (1), GIO is required to issue the shares paid up under that subsection to the State of New South Wales.

The issue of those shares discharges in full any obligation of GIO existing before the conversion to repay the capital of GIO to the State of New South Wales. The issue of those shares does not discharge the obligation of GIO to repay any debt created by section 7.

The shares so issued are taken to have been issued for valuable consideration other than cash, being the discharge effected by subsection (4).

The State of New South Wales is not a member of GIO at any time before the conversion merely because the State holds shares in GIO.

The purpose of this section is to provide the means (apart from the sale of the shares in GIO issued to the State of New South Wales) by which the State is to receive the proceeds of the sale of GIO by a public float under this Act.

On the conversion, GIO becomes liable to pay to the State of New South Wales such amount as the Minister may determine by order in writing before the conversion.

Any such amount is payable at such time or times as the Minister determines by order in writing and may be recovered by the Minister on behalf of the State as a debt in any court of competent jurisdiction.

The Minister may, before the conversion, determine by order in writing the kinds and amounts of distributable reserves of GIO recorded at that time in its books of account which are to be retained and carried forward in those books of account after the conversion.

The Minister is required to consult with the GIO Board before making such an order.

GIO must, before the conversion:

apply to the Australian Securities Commission under section 133 of the Corporations Law to be registered as a company limited by shares under Division 3 of Part 2.2 of the Corporations Law (Registering non-companies as companies), and

apply to that Commission under section 374 of the Corporations Law for the reservation of the name “GIO Australia Holdings Limited”.

GIO is required to lodge with the application for registration as a company:

proposed memorandum and articles of association of GIO, and

subject to any order in writing of the Minister, the other documents and information required by section 136 of the Corporations Law to accompany the application.

The proposed memorandum of association:

is to specify that the State of New South Wales is to be the sole subscriber to the memorandum and is to take up the number of shares in the capital of GIO issued under section 6, and

is to be signed by the Minister on behalf of the State of New South Wales.

The proposed articles of association:

are to provide that the first directors of GIO after the conversion are to be appointed by the Minister, and

are to be signed by the Minister on behalf of the State of New South Wales.

GIO is entitled to make the applications, and to lodge the documents, referred to in this section.

The name “GIO Australia Holdings Limited” is taken to have been reserved under section 374 of the Corporations Law immediately after the making of the application to reserve that name.

On the commencement of this Part:

the application referred to in section 9 for registration as a company is taken to have been granted, and

GIO is taken to have been registered under section 137 of the Corporations Law:

by the name “GIO Australia Holdings Limited”, and

as a public company, and as a company limited by shares, within the meaning of the Corporations Law, and

the name “GIO Australia Holdings Limited” is taken to have been registered in respect of GIO under section 374 (5) of the Corporations Law.

The date of commencement of GIO’s registration as a company under Division 3 of Part 2.2 of the Corporations Law is taken to be the date of commencement of this Part.

For the purposes of Division 3 of Part 2.2 of the Corporations Law, GIO is taken to have been, immediately before the commencement of this Part, and to be on that commencement, a corporation within the meaning of the Corporations Law.

On the conversion, GIO’s name is, by force of this subsection, changed to “GIO Australia Holdings Limited”.

Section 382 (4) of the Corporations Law applies in relation to the change of name made by subsection (l) as if:

GIO were a company, within the meaning of the Corporations Law, when the change was made, and

the change was made under the Corporations Law.

This section has effect despite anything in the Corporations Law, but nothing in this section prevents:

GIO from later changing its name under section 382 of the Corporations Law, or

the cancellation, under Part 4.2 of the Corporations Law, of the registration of a name.

GIO or a GIO subsidiary is not entitled to use in connection with its business the name “Government Insurance Office” or any other name (apart from “GIO”) which suggests that it is associated with the State of New South Wales. This subsection does not apply during any period to which Part 7 applies.

As from the conversion, the proposed memorandum and articles of association lodged under section 9:

are respectively the memorandum and articles of association of GIO, and

bind GIO and its members accordingly.

As from the conversion, the Corporations Law applies in relation to GIO’s memorandum and articles of association as if they had been registered as such under the Corporations Law.