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WOOL INTERNATIONAL AMENDMENT BILL 1997

1997







THE PARLIAMENT OF THE COMMONWEALTH OF AUSTRALIA





HOUSE OF REPRESENTATIVES





WOOL INTERNATIONAL AMENDMENT BILL 1997





EXPLANATORY MEMORANDUM












(Circulated by the authority of the Minister for Primary Industries and
Energy, the Hon John Anderson MP)




88199—Cat. No. 96 7592 2—ISBN 0644 501170

WOOL INTERNATIONAL AMENDMENT BILL 1997

GENERAL OUTLINE

1. The amendments to the Wool International Act 1993 will provide
for the liquidation of Wool International and the return of equity to
wool-tax payers. They demonstrate the GovernmentÕs intention to
withdraw from the wool market with the functions of Wool
International being progressively reduced to core functions
associated with the liquidation of the organisation and return of
equity to wool-tax payers.

2. This Bill amends the Wool International Act 1993 to allow for the
liquidation of Wool International, once the wool stockpile has been
disposed of and the debt associated with the wool stockpile has been
retired.

3. Before liquidation takes place, these amendments provide for the
allocation of entitlements and the distribution of net assets to wool-
tax payers. Wool-tax payers who have contributed more than $20 of
the debt component of wool-tax are to be given an explicit right to
the equity of Wool International and these entitlements will be able
to be traded. Entitlement holders will also be given interim
distributions of equity in Wool International in the form of cash.

4. The legislation provides a mechanism for recognising the
contribution to Wool International of individual wool-tax payers
who have died and have had their estates wound up, or companies
that have been liquidated, before the creation of the units on
1 September 1997. The Chief Executive of Wool International will
be allocated units to be held on trust in respect of beneficiaries of the
deceased estate, or creditors and shareholders of companies that
have been wound up.

5. In his or her role as trustee, the Chief Executive will be required to
transfer the units and any money paid to the Chief Executive as a
result of holding those units among those persons identified as
beneficiaries of the estates of the deceased wool-tax payer, or
creditors or former shareholders of companies that have been
wound up in accordance with guidelines to be determined by the
Minister.

6. Registered equity holders will be given the opportunity to invest
their first interim payment in a growersÕ investment trust to enable
growers to invest in a proposal for a wool logistics and wool
merchanting entity. These amendments allow Wool International
to facilitate the establishment of the investment trust and be granted
limited expenditure on the trust establishment and to meet the costs
of a feasibility study of a commercial vehicle to undertake wool
logistics and wool merchanting services. Wool InternationalÕs
participation in and expenditure on the establishment of the Trust
and the float of the commercial venture is to cease by 30 June 1998.

7. A number of interim cash distributions of surplus funds of Wool
International will be made to registered equity holders in the lead
up to the liquidation of Wool International. The first of these
distributions is to be made by 31 December 1997 and will comprise
those assets existing under section 51 of the current Act at the end of
30 June 1997. Section 51 assets comprise income and payments
relating to the management of wool premises and wool stores.
Because all assets held under section 51 of the Act are to be
distributed to registered equity holders, this section is repealed as
part of these amendments.

8. One or more distributions of surplus funds of Wool International
will be made after the repayment of the accumulated debt, and a
final distribution will be made after the disposal of the wool
stockpile. Final arrangements for the liquidation of Wool
International will then take place.

9. Wool International is to be given the additional function of
negotiating a standard loan facility to be offered by a financial
institution to wool-tax payers secured solely by wool-tax payersÕ
units of equity. Wool International will be required to invite
financial institutions, through a public tender process, to submit
information relating to the terms and conditions under which they
would offer a loan to a wool-tax payer. Wool International is to
assess which financial institution has offered the most
advantageous terms and inform wool-tax payers of the terms and
conditions under which they can secure a loan using their units of
equity as the security. Wool International must perform this
function by 31 December 1997.

10. The amendments provide for a reduction in the functions of Wool
International on a progressive basis. Wool InternationalÕs functions
of encouraging the development of a viable international wool
futures market, developing mechanisms for the sale of wool that
will allow more efficient management of risk and of providing
services to the Australian wool industry are to be repealed. Wool
International may continue to provide a market reporting service
and an education program in forward marketing until 30 June 1998.

11. In line with the reduction of Wool InternationalÕs functions,
ordinary members (that is, members not comprising the Chairman,
Chief Executive or Government Member) of the Wool International
Board are to be reduced from the current 8 to 2 from 1 January 1998.
The current 8 membersÕ terms will cease at the end of 31 December
1997 and 2 people who have qualifications in at least one of the
fields of wool production, administration and disposal of assets and
business management will be appointed by the Minister with effect
from 1 January 1998. Members whose terms cease on 31 December
1997 will be eligible for re-appointment.

FINANCIAL IMPACT STATEMENT

12. The amendments to the Wool International Act 1993 will not
impose any additional costs on the Commonwealth. Payments to be
made to wool-tax payers will be derived from the net assets of Wool
International and will not impact on the target date of 31 December
1998 for the retirement of the Commonwealth guaranteed debt.

REGULATION IMPACT STATEMENT

13. A Regulation Impact Statement is not required as the Government
decision on this matter was taken prior to the Regulation Impact
Statement requirements being put into place. The Office of
Regulation Review has been consulted.


NOTES ON CLAUSES

Clause 1 - Short Title

14. Provides for the Act to be called the Wool International
Amendment Act 1997.

Clause 2 (1)- Commencement

15. Provides that Part 1 and Part 3 of Schedule 1 will come into effect on
1 July 1997.

Clause 2 (2) - Commencement

16. Provides that Part 2 of Schedule 1, Amendments Relating to the
Members of Wool International, will come into effect on
1 January 1998.

Clause 3 - Schedules

17. Provides for the implementation of amendments to the Wool
International Act 1993 as set out in Schedule 1 of the Act.





SCHEDULE 1 - AMENDMENT OF THE WOOL INTERNATIONAL ACT
1993

PART 1 - OBJECTS OF THE ACT AND FUNCTIONS OF WOOL
INTERNATIONAL

Item 1 Subsection 3(1)

18. This item provides for the disposal of the stockpile and the
retirement of the associated debt to be the main object of the Act.
Further objects in the form of functions and powers outlined in
subsection 3(2) become secondary.

Item 2 Paragraph 3(1)(c)

19. This item repeals the subsection dealing with Wool InternationalÕs
object of encouraging the development of new market mechanisms
allowing more efficient distribution of risk in connection with the
sale of wool, in accordance with the main object of the Act to be the
sale of the stockpile and the retirement of the associated debt.

Item 3 Subsection 3(3)

20. This item repeals the subsection dealing with the intention to
privatise Wool International, and replaces it with the objects of
providing wool-tax payers who paid the debt component of the
wool-tax from 1 July 1993 to 30 June 1996 with entitlements to the
equity of Wool International assets, which can be traded.

21. The item further provides an object of the Act to be the provision of
a mechanism for wool-tax payers to obtain loans from financial
institutions using their equity in Wool International assets as
security.

22. The Act is also to provide wool-tax payers with the opportunity to
invest in an entity whose functions include wool logistics and wool
merchanting services. This is to be done by facilitating the
establishment of a growersÕ investment vehicle which can invest in
such a commercial entity.

Item 4 Section 4

23. This item allows for the addition of the term contributions to Wool
International to be defined under section 4.

Item 5 Section 4

24. This item allows for the addition of the term putative equity holder
to be defined under section 4.

Item 6 Section 4

25. This item allows for the addition of the term registered equity
holder to be defined under section 4.

Item 7 Section 4

26. This item allows for the addition of the term registered holder to be
defined under section 4.

Item 8 Section 4

27. This item allows for the addition of the term register of equity
holders to be defined under section 4.

Item 9 After Section 5

28. This item defines the term contributions to Wool International to
ensure that a personÕs contribution through wool tax is limited to
the debt component of the wool tax paid between 1 July 1993 and
30 June 1996 including voluntary contributions made between
1 July 1993 and 20 June 1995.

Item 10 Paragraphs 8(1)(f), (g) and (h)

29. This item repeals functions which will no longer apply to Wool
International including the encouragement of the development of a
viable international wool futures market; the development of
mechanisms for the sale of wool that will allow more efficient
management of risk; and the provision of services to the Australian
wool industry. Wool International is given the additional
functions (new subsections 8(1)(f) and (g)) of keeping the register of
equity holders and distributing the surplus money it holds to its
credit.

Item 11 Subsections 9(3), (4) (5) and (6)

30. This item repeals that part of the Act which relates to Wool
International forming a company or the organisationÕs participation
with others in forming a company. As Wool InternationalÕs main
functions are to be restricted to disposal of the stockpile and
retirement of the associated debt, and the liquidation of Wool
International is to occur once these functions have ceased, these
provisions are no longer necessary.




Item 12 Part 4A - Entitlement to share in money of Wool International

Section 22A Object of the Part

31. This section outlines the purpose of Part 4A which is to provide
those that paid the debt component of the wool-tax between
1 July 1993 and 30 June 1996 with a right to share in Wool
InternationalÕs net assets.

Section 22B Register of persons entitled to share in surplus money of
Wool International

32. This section requires Wool International to maintain a register of
equity holders in accordance with the regulations.

Section 22C Particulars of wool-tax payers to be entered in register

33. This section requires Wool International to enter the names of
equity holders on the register of equity holders as soon as possible
after 1 September 1997 which exist on the register of equity holders
maintained under section 66 of the current Act at that date.

34. Wool International is not to include on the register those wool-tax
payers who paid less than $20 in wool-tax between 1 July 1993 and
30 June 1996.

35. This section also provides that wool tax payers who have died or
companies that have been wound up prior to the establishment of
the register on 1 September 1997 are not to be entered on the register
of equity holders. The personal representatives of wool-tax payers
who have died are to be entered on the register if the estates have
not been distributed.

36. The Chief Executive of Wool International is also to be entered as a
registered equity holder.

37. Equity holders registered under the provisions of subsection 22C are
to be taken as having been registered on 1 September 1997.

Section 22D Allocation of units of equity in Wool International

38. This section requires Wool International to distribute units of
equity in Wool International to those persons who are on the
register as outlined in section 22C.

39. This section also provides for each unit of equity to be issued to
those persons who are on the register as outlined in section 22C at
the rate of 1 unit for each whole dollar of wool-tax paid.

40. The Chief Executive, who has been made a registered equity holder
under section 22C, is to be allocated one unit of equity for each
whole dollar of wool tax paid by each wool-tax payer who has died
before 1 September 1997, and whose estate has been distributed, and
each company that has been wound up before 1 September 1997.
This section gives the equity entitlement of such persons to the
Chief Executive to hold in trust.

Section 22E Particulars of allocation to be entered in register of equity
holders

41. This section sets out the information that must be included on the
register of equity holders including the number of units allocated to
each person and the number of units in respect of each individual
or company that has been allocated to the Chief Executive in his or
her role as trustee for those units.

Section 22F Right of registered equity holder to share in surplus money of
Wool International

42. This section provides that registered equity holders be made eligible
for distributions of money of Wool International as they occur.

Section 22G Entitlement in respect of unit of equity

43. This section sets out the formula for working out the amount that a
registered equity holder is entitled to receive in respect of each unit
held by him or her out of money of Wool International that
becomes available for distribution at any time. The amount is
worked out by dividing the amount of money that is available for
distribution by the total number of units of equity allocated to all
registered equity holders.

Section 22H Transfer of units

44. This section sets out the provisions under which units held by
registered unit holders can be transferred to other persons.

45. Any registered unit holder, except the Chief Executive may transfer
the units he or she holds.

46. The section also provides for the Chief Executive, in his or her
capacity as a registered equity holder, to transfer the units he or she
holds in trust to the persons determined under section 22U(2) of
this bill.

47. The section sets out that notice of transfers must be recorded on the
register of equity holders to be valid and that this notice must be in a
form approved by Wool International and in accordance with the
regulations. Wool International is required under this section to
record details of the transfer including the name and address of the
new unit holder, the number of units acquired and the date on
which the transfer takes effect. The corresponding changes to the
register of the details of the transferor are also to be made by Wool
International.

48. A unit of equity that is subject to a charge may not be transferred.

49. Wool International is not to have responsibility for any loss or
damage suffered in relation to the transfer of units under this
section.

Section 22I Death etc. of unit holder

50. This section allows, in cases of the death of unit holders, for the
personal representative or beneficiary of the unit holder to become,
on application to Wool International, the registered unit holder.

51. This section also allows for the trustee of a bankrupt unit holder
and a liquidator of a company that has been wound up and is a
registered unit holder to become, on application to Wool
International, the registered unit holder.

52. To be valid, the applications made must be in a form approved by
Wool International and in accordance with the regulations. Wool
International is required under this section to record details of the
applicant including their name and address and the number of
units previously held by the registered holder.

53. The corresponding changes to the register of the details of the
previous registered holder are also to be made by Wool
International.

Section 22J Charge on unit of equity

54. This section allows unit holders, other than the Chief Executive, to
use their entitlements as security for a loan by providing that the
lender may hold a charge over the unit holding which is being used
as security.

55. The charge only has effect if the particulars of the charge are
recorded in the register by Wool International. The application to
have the charge entered in the register must be made by both the
unit holder and the lender and in accordance with the regulations.

56. Wool International is to remove particulars of a charge if it is
notified by the person who holds the charge that the unit holding is
no longer subject to the charge.

57. This section also provides that a charge registered under this section
has effect whether or not the charge is registered under State or
Territory laws.

58. A floating charge on assets of a registered equity holder that include
any unit holding in Wool International does not have to be
registered under this section.

Section 22K Order of priority for charges

59. This section provides that where there are 2 or more charges on the
unit holding of an individual, the charge first registered under
section 22J has priority over any subsequent charge registered under
that section. (For charges on the entitlement of a company, the
order of priority is that provided by the Corporations Law).

Section 22L Access to register

60. This section provides for only the registered equity holder or the
holder of a registered charge on the unit holding to have access to
that part of the register of equity holders relating to the equity
holder. The registered holder may also give his or her consent to
another person having same access.

Section 22M Certificate

61. This section requires Wool International to provide registered
equity holders who so request, a certificate which states how many
units of entitlement are owned by the unit holder. Where the
details on the register differ from those on the certificate, the register
is taken as correct.

Part 4B - Distribution of money of Wool International among registered
equity holders

Section 22N Object of Part

62. This section describes the object of this Part which is to allow the
distribution of Wool International assets in the form of cash to
registered equity holders.

Section 22O Distribution of money of Wool International

63. This section provides that any surplus money held by Wool
International be distributed to registered equity holders in a number
of interim distributions. The first distribution is to be made no later
than 31 December 1997. At least one distribution is to be made after
the debt associated with the stockpile has been retired and a final
distribution is to be made after the stockpile has been sold.

64. The Minister for Primary Industries and Energy is to approve the
number of interim distributions to be made and Wool International
is to consult with the Wool Council of Australia on the number of
distributions to be made.

Section 22P Amount available for first distribution

65. This section provides for the first distribution to be made from that
amount of money available under section 51 of the Act at the close
of business on 30 June 1997, and is to be made available for
distribution from 1 September 1997.

Section 22Q Amount available for any other distribution

66. This section requires notice to be published in the Gazette of money
available for the second and any subsequent distributions and that
this money becomes available for distribution, to registered equity
holders, on the day it is published in the Gazette.

67. Wool International must first seek the MinisterÕs approval before
notice is published in the Gazette.

Section 22R How money is to be distributed

68. This section requires Wool International to distribute money as
soon as possible after the day on which the money becomes
available as outlined in sections 22P and 22Q. Wool International is
to distribute money to registered equity holders using the formula
outlined in section 22G.

69. This section also provides that if the units held by a registered equity
holder are subject to one or more charges, Wool International is to
pay the beneficiaries of the charges, in order of priority, the total
amount of the distribution that would otherwise be made to the
registered equity holder, as long as this amount does not exceed the
amount of the debts secured by the charges. Any balance that
remains after this process is complete is to be paid to the registered
equity holder. The registered equity holder must first give Wool
International authorisation to distribute the entitlement in this
way.

Section 22S Particulars to be notified to registered equity holders

70. This section requires Wool International to inform the registered
equity holder of the total amount available to be distributed, the
amount of money to be distributed to the individual equity holder
and, if a charge exists on all or part of the units of equity, the
amount payable under section 22R(4).

71. This section also requires Wool International to inform the
beneficiaries as outlined in section 22R(4) (c) and (d) of the total
amount available to be distributed, the amount that the registered
equity holder is to receive and the amount payable to the beneficiary
under section 22R(4) (c) and (d).

Part 4C - Units of equity held by Chief Executive

Section 22T Object of the Part

72. This section provides for this part to allow the Chief Executive to
deal with units of equity in Wool International allocated to him or
her.

Section 22U Chief ExecutiveÕs dealings with units of equity

73. This section provides for the Chief Executive to hold on trust the
units of equity allocated to him or her under section 22D(3) until it
has been determined which persons the units are to be transferred.
The Chief Executive must determine in writing who the units are to
be transferred to and the number of units to be transferred.

74. If the putative equity holder was an indivdiual, these units can only
be transferred to the creditors of the individual, whose claims were
not fully satisfied and then, once these claims have been fully
satisfied, to the beneficiaries of the indivdual's estate. If no creditors
exist the unit of equity can be transferred to the beneficiaries of the
individual's estate. In the case of a company being the putative
equity holder, these units can only be transferred to the former
creditors whose claims have not been fully satisfied or the former
shareholders of the company if creditors' claims have been fully
satisfied.

75. The Chief Executive must comply with the guidelines determined
by the Minister under section 22V in making a determination under
this section.

Section 22V Minister to determine guidelines

76. This section requires the Minister to determine, in writing,
guidelines for the exercise of the Chief ExecutiveÕs duties under
section 22U(2). These guidelines are a disallowable instrument for
the purposes of section 46A of the Acts Interpretation Act 1901.




Part 4D - Distribution of money paid to Chief Executive

Section 22W Object of the part

77. This section provides for the Chief Executive to deal with the
money he or she receives from the distributions made under
Part 4B of this Act.

Section 22X Money to be held on trust

78. This section provides for the Chief Executive to hold on trust, the
money paid to him or her under Part 4B of this Act.

Section 22Y Money to be invested

79. This section provides for the Chief Executive to invest any money
that he or she holds in trust in his or her role as a registered equity
holder as outlined in section 22D(3) in a way that is consistent with
sound commercial practice. It further requires any interest on these
investments to be paid to Wool International.

Section 22Z To whom money may be paid

80. The Chief Executive must pay, out of the money he or she holds in
trust, the beneficiaries of putative equity holders, the amount of
money in respect of the units transferred as outlined in section
22H(2).

Section 22ZA Balance of money to be paid to Wool International

81. This section requires any money, held on trust by the Chief
Executive, that remains one month after the final distribution (as
set out in Part 4B), to be paid to Wool International.

Part 4E - Other functions of Wool International

Section 22ZB Provision of information about lending institutions

82. This section provides for Wool International to negotiate a standard
loan facility, through a public tender process, which will be offered
to registered equity holders and secured solely by their equity
entitlement. Wool International will be required to assess which
tender will provide the best terms and conditions for registered
equity holders who wish to use their entitlement as security.

83. Wool International will be required to inform wool-tax payers of
the terms and conditions of this loan facility.

84. Wool International must complete this function by 31 December
1997.

Section 22ZC Provision of services relating to the establishment of an
investment vehicle for wool-tax payers

85. This section provides Wool International with the function of
conducting a feasibility study into the establishment of an entity,
outside Wool International, which would deal in wool logistics and
wool merchanting activities.

86. The section further provides Wool International with the function
of facilitating the establishment of a unit trust which would invest
in the wool logistics and wool merchanting entity (providing the
feasibility study warrants this investment) and to provide
information on the trust to wool tax payers.

87. Wool International may facilitate the establishment of the unit trust
by identifying the fund manager or trustee of the trust; arranging
for, and having discussions with the parties concerned about the
drafting of the trust deed; and identifying potential underwriters, if
it is necessary to have the trust underwritten.

88. This function of Wool International ceases on 30 June 1998.

Section 22ZD Wool International to bear costs relating to establishment of
unit trust etc.

89. This section allows Wool International to bear the costs associated
with the establishment of the unit trust, and to indemnify the fund
manager and trustee for all costs incurred by them if unit holders
investment in the trust is cancelled.

Section 22ZE Limit on expenses etc. of Wool International

90. This section limits to $1 million, Wool InternationalÕs expenditure
on the establishment of the unit trust and the conducting of the
feasibility study.

Section 22ZF Wool International to provide certain services

91. This section requires Wool International to undertake the functions
of providing a market reporting service and an education program
in forward marketing until no later than 30 June 1998.




Item 13 At the end of paragraph 49(b); and

Item 14 After paragraph 49(b)

92. These items provide for money to be expended by Wool
International and the Chief Executive on distributing money among
registered equity holders as outlined in Parts 4B, 4C and 4D of this
Bill.

Part 2 - Amendments relating to the members of Wool International

Item 15 Paragraph 23(1)(d)

93. This item provides for the ordinary members of the Board of Wool
International to be reduced from 8 to 2.

Item 16 Subsection 23(2)

94. This item replaces the existing qualifications necessary for ordinary
members of the Board of Wool International with the qualifications
of wool production; administration and the disposal of assets; and
business management.

Item 17 Subsection 29(2)

95. This item provides for the number of members necessary to require
the Chairman to convene a meeting of Wool International to be
reduced from 3 to 2.

Item 18 Subsection 29(3)

96. This item provides for the quorum for a meeting of Wool
International to be reduced from 6 to 3.

Item 19 Transitional

97. This item requires the 8 ordinary members of the Wool
International Board referred to in 23(1)(d) of the Act to cease to be
members at the end of 31 December 1997. These members are
eligible to be re-appointed to the new Board.

98. This item also allows for the Minister to appoint 2 ordinary
members to the Board of Wool International without first referring
to the Selection Committee constituted under section 31 of the Act.

99. The Minister is required to consult with the three remaining
members of the Wool International Board, being the Chairman,
Chief Executive and Government Member, in making these
appointments.

Part 3 - Miscellaneous amendments

Item 20 Subsection 2(3) and (4)

100. This item removes subsection 29(3) and (4) of the Act which refer to
Parts 10, 11 and 12 of the Act which are repealed under this Bill.

Item 21 Section 49

101. This item removes reference in section 49 of the Act to section 49A
which is repealed under this Bill.

Item 22 Section 49A

102. This item removes section 49A of the Act which allows Wool
International to expend money on wool trading subsidiaries.

Item 23 Section 51

103. This item removes section 51 of the Act which allows for separate
accounting for revenue and payments relating to the management
of wool premises and wool stores. All money held under the
provisions of this section is to be distributed to registered equity
holders under provisions in this Bill therefore making this section
unnecessary.

Item 24 Sections 68, 69, 70 and 71

104. This item removes sections 68, 69, 70 and 71 of the Act which refer
to provisions in Parts 10, 11 and 12 of the Act which are repealed
under this Bill.

Item 25 At the end of Part 9

Section 73 Final acts of Wool International

105. This section requires Wool International to provide the Minister, at
the MinisterÕs request, with a final report of its operations, together
with financial statements, in the same form as an annual report,
when Wool International is satisfied that all its obligations and
liabilities have been discharged and the Chief Executive has
performed all his or her duties as trustee. This report will constitute
Wool InternationalÕs final annual report to the Minister even
though it may not cover a full twelve month period.

106. This section also provides for the final distribution of any
remaining money of Wool International under a scheme prepared
by Wool International, approved by the Minister, and in
consultation with the Wool Council of Australia.

Section 74 Repeal of the Act

107. This section requires the Minister to give notice, published in the
Gazette, that Wool International has discharged its obligations and
liabilities and has distributed all remaining money standing to its
credit, and that this Act is repealed on the day notice is published in
the Gazette.

Item 26 Parts 10, 11 and 12

108. This item removes Parts 10, 11 and 12 of the Act which have never
been promulgated and which relate to; the transforming and
conversion of Wool International into a public company; and the
taxation arrangements to apply on conversion of Wool
International into a public company. These parts are to no longer
apply to the Act as the intention of Wool International to be
converted into a public company, as outlined in section 3(3), has
been removed from the Act under this Bill.

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