New South Wales Consolidated Acts

AUSTRALIAN MUTUAL PROVIDENT SOCIETY (DEMUTUALISATION AND RECONSTRUCTION) ACT 1997 - SECT 11

11 Effect of conversion

(1) The conversion of AMP to a company limited by shares under this Part does not:

(a) create a new legal entity, or

(b) affect AMP’s existing property, rights or obligations (except as against the members of AMP in their capacity as members), or

(c) render defective any legal proceedings by or against AMP or its members.

(2) Subject to this section, AMP is demutualised and reconstructed at the conversion time, and at that time:

(a) the members of AMP other than AMP shareholders cease to be members of AMP, and

(b) each AMP shareholder becomes a member of AMP if not already a member, and

(c) each AMP shareholder is taken to hold the shares specified or determined for that person under section 7 (2) (f) (iv), and

(d) the shareholders of AMP have such liability as members of AMP to contribute to the property of AMP as is provided by this Act or the Australian Mutual Provident Society Act 1988 , and

(e) the By-laws are taken to be amended in Part 1 by:

(i) omitting clause II and inserting instead the statement made in that application in compliance with section 7 (2) (f) (i), and

(ii) omitting clause III and inserting instead the statement that the liability of the members of AMP is limited, and

(f) the By-laws are taken to be amended by omitting Part 2 and inserting instead the provisions of Table A of Schedule 1 to the Corporations Law .

(3) If the certificate of conversion states, with AMP’s consent, a shareholding time that is earlier than the conversion time:

(a) AMP will be taken to have the authorised share capital referred to in section 7 (2) (f) (i) and the AMP shareholders will be taken to hold the shares specified or determined under section 7 (2) (f) (iv) as from that time, and

(b) until the conversion time:

(i) the rights attaching to those shares (excluding the right to participate in a distribution of surplus assets on the winding up of AMP) are the rights that will attach to the shares immediately after the conversion time, and

(ii) the directors of AMP are taken to have the power to declare and pay a dividend out of profits (including retained profits) of AMP to the AMP shareholders, provided the AMP shareholders are each policy holders of AMP, and

(iii) the AMP shareholders may not deal with or create any interest with respect to any of those shares, and

(iv) if an AMP shareholder is a body corporate, the body corporate may not make any distribution to its members, but an AMP shareholder that is a wholly owned subsidiary may make a distribution if the full value of the distribution passes to and remains with its ultimate holding company, and

(v) subject to this section, the rights of members of AMP other than the AMP shareholders are not affected.

(4) If:

(a) a person identified as an AMP shareholder in AMP’s application for conversion is a member of AMP at the time when the application is made, and

(b) with AMP’s consent, the certificate of conversion states that the person’s membership of AMP will be converted to a shareholding in AMP at the conversion time or the shareholding time (as specified in the certificate),

then:

(c) the person remains a member of AMP despite AMP’s conversion to a company limited by shares, and

(d) the person’s membership is converted, as from the time specified in the certificate of conversion, into a shareholding of the number of shares specified or determined under section 7 (2) (f) (iv) and the person consequently becomes an AMP shareholder as from that time.

(5) Nothing in this section affects the power of AMP to amend the By-laws or to issue new shares after the conversion takes effect.

(6) In this section:
"conversion time" means the time at which the conversion of AMP to a company limited by shares takes effect.
"shareholding time" means the time at which AMP shareholders are taken to hold shares in AMP.