SGIC (Sale) Act 1995

This Act may be cited as the SGIC (Sale) Act 1995.

In this Act, unless the contrary intention appears—

amortisation principle—see section 23;

asset means—

a present, contingent or future legal or equitable estate or interest in real or personal property; or

a present, contingent or future right, power, privilege or immunity, (and includes, in relation to SGIC or an SGIC subsidiary, a present or future cause of action in favour of SGIC or the SGIC subsidiary);

cause of action includes any right to bring, defend or participate in legal proceedings;

date of divestiture—see section 4;

designated transferee company means a transferee company classified by proclamation as a designated transferee company;

document includes a disc, tape or other medium in which information is stored;

employee includes an officer;

instrument includes a legislative instrument and a judgment order or process of a court;

legal proceedings includes an arbitration and an administrative proceeding;

liability means a present, future or contingent liability (arising either at law or in equity) and includes—

a duty or non pecuniary obligation; and

in relation to SGIC or an SGIC subsidiary, a present or future cause of action against SGIC or the SGIC subsidiary;

Newco means a public company incorporated under the Corporations Law and nominated by the Treasurer by notice in the Gazette as the company to which this Act refers under the name Newco;

Newco subsidiary means a subsidiary of Newco;

Part A policy, Part B policy, Part C policy, Part D policy, Part E policy—see Schedule 5;

policy means a contract or policy of insurance and includes a contract providing for the investment or deposit of money and a fidelity bond or guarantee;

security means—

a mortgage or charge; or

a guarantee or indemnity; or

any other security for, or instrument relating to, the payment of money or the discharge of a liability;

SGIC means the body corporate established as the State Government Insurance Commission that continues (or is to continue) in existence as the Motor Accident Commission;

SGIC subsidiary—see section 5;

subsidiary—

of SGIC—means an SGIC subsidiary;

of any other body corporate—means a subsidiary within the meaning of the Corporations Law (Part 1.2, Division 6);

transfer date means the date an asset or liability of SGIC or an SGIC subsidiary is transferred to Newco or a Newco subsidiary under this Act;

transfer order—see section 8(1);

transfer period means a period commencing on the commencement of this Act and ending on a date fixed by proclamation;

transferee company means Newco or a Newco subsidiary;

transferred asset means an asset transferred to Newco or a Newco subsidiary under this Act (but not if the asset is re-transferred to SGIC or an SGIC subsidiary);

transferred employee means a person transferred to the employment of Newco or a Newco subsidiary under this Act;

transferred instrument—see section 8(2);

transferred liability means a liability transferred to Newco or a Newco subsidiary under this Act (but not if the liability is re-transferred to SGIC or an SGIC subsidiary);

variation to a policy includes the exercise by the insured of an option to vary the policy contained in the policy.

In this Act, the date of divestiture is—

for Newco—

if Newco's shares are sold by or at the direction of the Treasurer—the date the sale is completed; or

if Newco's shares are offered for public subscription—the date shares are first allotted to subscribers who respond to the public offer;

for a Newco subsidiary—

if the subsidiary's shares are sold by or at the direction of the Treasurer before the date of divestiture for Newco—the date the sale is completed; or

if not—the date of divestiture for Newco.

The SGIC subsidiaries are—

the bodies corporate specified in Schedule 2; and

the bodies corporate classified by proclamation as SGIC subsidiaries.

The Governor may, by proclamation—

classify a body corporate specified in the proclamation as an SGIC subsidiary; or

vary or revoke a classification under this section.

This Act applies both within and outside the State.

This Act applies outside the State to the full extent of the extra-territorial legislative power of the State.

Any one or more Ministers of the Crown may subscribe capital to Newco.

The Treasurer may, on conditions the Treasurer considers appropriate—

advance loan capital to Newco; and

transfer non-pecuniary assets of the Crown to Newco.

Capital subscriptions and advances are, subject to any contrary direction by the Treasurer, to be paid out of the Consolidated Account (which is appropriated to the necessary extent).

An instrument to give effect to a transaction under this section is exempt from stamp duty.

The Treasurer may, by order in writing (a transfer order), transfer assets or liabilities (or both) of SGIC or an SGIC subsidiary to Newco or a Newco subsidiary.

A transfer order may provide that references to SGIC or an SGIC subsidiary in a specified instrument or an instrument of a specified class (a transferred instrument) are to be read as references to Newco or a Newco subsidiary, and in that case—

the effect of the instrument is modified as provided in the order; and

Newco or the Newco subsidiary accordingly succeeds to the rights and liabilities of SGIC or the SGIC subsidiary under the instrument as from the date on which the instrument takes effect.

An order under this section may take effect prospectively or retrospectively but must be made before the end of the transfer period and must take effect within the transfer period.

A transferred asset is not subject to any statutory trust in favour of the Crown under the State Government Insurance Commission Act 1992.

The transfer of an asset or liability under this section operates by force of this Act and despite the provisions of any other law or instrument.

The transfer of a liability from SGIC or an SGIC subsidiary discharges SGIC or the SGIC subsidiary from the liability.

The Treasurer may, by order in writing (a re-transfer order), re-transfer assets or liabilities (or both) from Newco or a Newco subsidiary to SGIC or an SGIC subsidiary.

A re-transfer order may reverse the construction placed on a transferred instrument, or transferred instruments of a specified class, by a transfer order and, in that case—

the original effect of the instrument (or instruments) is restored as from the date the re-transfer order takes effect; and

SGIC or the SGIC subsidiary accordingly succeeds to the rights and liabilities of Newco or the Newco subsidiary under the instrument (or instruments) as from the date on which the re-transfer order takes effect.

A re-transfer order may take effect prospectively or retrospectively but must be made before the end of the transfer period and must take effect within the transfer period.

If a re-transfer order provides that it is to take effect contemporaneously with the relevant transfer order—

the transfer of a relevant asset or liability is cancelled and the asset or liability is taken never to have been transferred; and

a transferred instrument to which the re-transfer order applies is to be construed as if it had never been affected by the transfer order.

The re-transfer of a liability from Newco or a Newco subsidiary discharges Newco or the Newco subsidiary from the liability.

The Treasurer may, by order in writing, fix the conditions on which assets or liabilities are transferred to (or re-transferred from) Newco or a Newco subsidiary under this Act.

An order under this section must be made within the transfer period and may be varied or revoked by the Treasurer by further order made within that period.

The conditions of transfer (or re-transfer) may, for example, do one or more of the following—

assign a value to particular assets, or assets of a particular class;

assign a value to particular liabilities, or liabilities of a particular class;

assign a net value to particular assets and liabilities, or assets and liabilities of particular classes;

impose on the transferee of assets, or assets and liabilities, a liability (in terms set out in the order) to the body from which transfer is made reflecting the value or net value assigned by the Treasurer to the assets, or the assets and liabilities.

If a security held by SGIC or an SGIC subsidiary is referable to a transferred asset or liability, then, so far as it is referable to the transferred asset or liability—

the security is available to the transferee company as security for the discharge of the liabilities to which it relates including, where the security relates to future liabilities, liabilities incurred after the transfer; and

the transferee company is entitled to the same rights and priorities and is subject to the same liabilities under the security as those to which SGIC or the SGIC subsidiary would have been entitled or subject if there had been no transfer.

If a transferred asset consists of a right to the possession or use of property under a lease or other instrument, SGIC or an SGIC subsidiary incurs no liability (nor does the right to possession become liable to forfeiture) because SGIC or the SGIC subsidiary has parted with possession of the property, or permitted the possession or use of the property by another person, contrary to the terms of the lease or instrument.

In legal proceedings about a transferred asset or liability, evidence that would have been admissible by or against SGIC or an SGIC subsidiary if there had been no transfer may be given in evidence by or against the transferee company.

Subject to any contrary provision in a transfer order, legal proceedings that had commenced before the transfer date in respect of a transferred asset or liability may be continued and completed by or against the transferee.

The Treasurer (or the Treasurer's delegate) may certify—

whether specified assets or liabilities are or are not transferred assets or liabilities and the identity of the transferee;

whether specified instruments are or are not transferred instruments and the identity of the transferee.

An apparently genuine document purporting to be a certificate under subsection (1) must be accepted in legal proceedings or by an administrative official as proof of the matter certified in the absence of proof to the contrary.