Commonwealth Numbered Acts

INSURANCE ACQUISITIONS AND TAKEOVERS ACT 1991 No. 6 of 1992 - SECT 4

4. In this Act, unless the contrary intention appears:

"accounting period" means:

   (a)  in relation to a company authorised under the Insurance Act 1973 to
        carry on insurance business - the company's financial year (within the
        meaning of that Act); or

   (b)  in relation to a company registered under the Life Insurance Act 1945
        - the company's financial year (within the meaning of that Act);

"acquisition" includes an agreement to acquire, but does not include:

   (a)  an acquisition by will or by devolution by operation of law; or

   (b)  an acquisition by way of enforcement of a security held solely for the
        purposes of a moneylending agreement;

"agreement" means any agreement, whether formal or informal and whether
express or implied, but does not include a moneylending agreement;

"arrangement" has the meaning given by section 6;

"asset" includes an interest in an asset;

"associate" has the meaning given by section 7;

"associate-inclusive control interest" has the meaning given by"Australia"
includes the external Territories;

"Australian general insurance industry" means so much of the Australian
insurance industry as does not consist of the Australian life insurance
industry;

"Australian-registered insurance company" means:

   (a)  a company authorised under the Insurance Act 1973 to carry on
        insurance business; or

   (b)  a company registered under the Life Insurance Act 1945; but does not
        include:

   (c)  a company any part of the activities of which consists of State
        banking not extending beyond the limits of the State concerned (within
        the meaning of paragraph 51 (xiii) of the Constitution); or

   (d)  a company any part of the activities of which consists of State
        insurance not extending beyond the limits of the State concerned
        (within the meaning of paragraph 51 (xiv) of the Constitution);

"book outstanding claims provision", in relation to a company, in relation to
a particular date, means:

   (a)  if the company was authorised under the Insurance Act 1973 to carry on
        insurance business at the end of the last accounting period of the
        company before that date - the company's outstanding claims provision
        as at the end of that accounting period; or

   (b)  in any other case - the company's outstanding claims provision as at
        that date;

"book unearned premiums provision", in relation to a company, in relation to a
particular date, means:

   (a)  if the company was authorised under the Insurance Act 1973 to carry on
        insurance business at the end of the last accounting period of the
        company before that date - the company's unearned premiums provision
        as at the end of that accounting period; or

   (b)  in any other case - the company's unearned premiums provision as at
        that date;

"book value", in relation to an asset held by a company at a particular time,
means:

   (a)  if the company:

   (i)  was authorised under the Insurance Act 1973 to carry on insurance
        business; or

   (ii) was registered under the Life Insurance Act 1945; at the end of the
        last accounting period of the company before that time - the value of
        the asset as at the end of that accounting period; or

   (b)  in any other case - the value of the asset as at that time;

"Commissioner" means the Insurance and Superannuation Commissioner appointed
under the Insurance and Superannuation Commissioner Act 1987, or a person for
the time being acting as Insurance and Superannuation Commissioner under that
Act;

"company" means a body corporate;

"constituent document", in relation to a company, means:

   (a)  the memorandum and articles of association of the company; or

   (b)  any rules or other documents constituting the company or governing its
        activities;

"contract of insurance" includes a contract of life insurance and "insurer"
has a corresponding meaning;

"contract of life insurance" includes a life policy, or a sinking fund policy,
within the meaning of the Life Insurance Act 1945;

"direct control interest" has the meaning given by section 15;

"director" includes any person occupying the position of director of a
company, by whatever name called;

"discretionary trust" means a trust where:

   (a)  a person (who may include the trustee) is empowered (either
        unconditionally or on the fulfilment of a condition) to exercise any
        power of appointment or other discretion; and

   (b)  the exercise of the power or discretion, or the failure to exercise
        the power or discretion, has the effect of determining, to any extent,
        either or both of the following:

   (i)  the identities of those who may benefit under the trust;

   (ii) how beneficiaries are to benefit, as between themselves, under the
        trust;

"Federal Court" means the Federal Court of Australia; "insurance business" has
the same meaning as in the Insurance Act 1973;

"interest in an asset" has the meaning given by section 10;

"interest in a share" has the meaning given by section 11;

"lending money" includes providing non-equity finance where the provision of
the finance may reasonably be regarded as equivalent to lending money;

"life insurance business" has the same meaning as in the Life Insurance Act
1945;

"moneylending agreement" means an agreement entered into in good faith in the
ordinary course of carrying on a business of lending money, but does not
include an agreement dealing with any matter unrelated to the carrying on of
that business;

"non-arm's length arrangement" means an arrangement where the parties to the
arrangement are not dealing with each other at arm's length in relation to the
arrangement;

"non-arm's length transaction" means a transaction where the parties to the
transaction are not dealing with each other at arm's length in relation to the
transaction;

"officer", in relation to a company, includes:

   (a)  a director, secretary or employee of the company; or

   (b)  a receiver and manager of any part of the undertaking of the company
        appointed under a power contained in any instrument; or

   (c)  a liquidator of the company appointed in a voluntary winding up;

"outstanding claims provision", in relation to a company, means so much of the
total provision for liabilities made in its accounts as consists of provision
for claims, reduced by any allowance made in its accounts for reinsurance
recoverables in respect of the claims;

"prudential conduct", in relation to a company, means the conduct by the
company of its affairs (whether or not relating to the insurance business or
life insurance business of the company):

   (a)  in such a way as:

   (i)  to keep itself in a sound financial position; and

   (ii) not to cause or promote instability in the Australian general
        insurance industry, in the Australian life insurance industry or in
        the Australian financial system; and

   (b)  with integrity, prudence and professional skill;

"relative", in relation to a person, means:

   (a)  the person's spouse; or

   (b)  another person who, although not legally married to the person, lives
        with the person on a bona fide domestic basis as the husband or wife
        of the person; or

   (c)  a parent or remoter lineal ancestor of the person; or

   (d)  a son, daughter or remoter issue of the person; or

   (e)  a brother or sister of the person;

"reviewable decision" means a decision of the Minister under Part 2, 3 or 4
(other than section 28, 42 or 56) or paragraph 66 (1) (b);

"share", in relation to a company, means a share in the share capital of the
company, and includes:

   (a)  stock into which any or all of the share capital of the company has
        been converted; or

   (b)  an interest in such a share or in such stock;

"total book net liabilities", in relation to a company's contracts of life
insurance, in relation to a particular date, means:

   (a)  if the company was registered under the Life Insurance Act 1945 at the
        end of the last accounting period of the company before that date -
        the total net liabilities in respect of all of the company's contracts
        of life insurance as at the end of that accounting period; or

   (b)  in any other case - the total net liabilities in respect of all of the
        company's contracts of life insurance as at that date;

"unearned premiums provision", in relation to a company, means so much of the
total provision for liabilities made in its accounts as consists of provision
for unearned premiums;

"value", in relation to an asset of a company, in relation to a particular
time, means the amount that, if:

   (a)  an accounting period of the company had ended at that time; and

   (b)  the company had lodged accounts for that accounting period with the
        Commissioner under section 44 of the Insurance Act 1973 or section 52
        of the Life Insurance Act 1945, as the case requires; and

   (c)  those accounts had been prepared in accordance with the applicable
        accounting principles; would have been shown in those accounts as the
        value of the asset as at that time;

"voting power" has the meaning given by section 13.