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Casino Agreements Legislation Amendment Bill 2002
CASINO AGREEMENTS LEGISLATION
AMENDMENT BILL 2002
EXPLANATORY NOTES
GENERAL OUTLINE
Policy Objectives of the Bill and the Way in Which They Will be
Achieved
The objective of the Bill is to amend the Jupiters Casino Agreement Act
1983 and the Brisbane Casino Agreement Act 1992 ("Agreement Acts") to
facilitate the abolition of the Founder concept for the Jupiters Gold Coast
and Brisbane Casinos. The proposed amendments to the Agreements will-
(1) Remove all provisions directed specifically to restricting the sale
of Founder shares.
(2) Introduce new provisions requiring shareholders (other than
those with a "grandfathered" holding) to hold no greater than
10% of the voting power in Jupiters Limited ("Jupiters") except
in the circumstances of a full takeover.
(3) The new provisions recognise two exceptions to the general rule
prohibiting shareholders from holding more than 10% of the
voting power in Jupiters except in the case of a full takeover.
(4) Remove the current restriction which prohibits foreign persons
from holding greater than 40% of the voting power in Jupiters
without the Minister's approval.
(5) Allow Jupiters to raise funds through the issue of preference
shares in order to buyback a percentage of Founder shares as is
intended under the de-foundering proposal.
(6) Replace references to outdated laws with references to existing
laws (e.g. "Corporations Law" references will be replaced with
references to the "Corporations Act" ).
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Casino Agreements Legislation Amendment Bill 2002
Administrative Cost to the Government
There are no administrative costs to the Government in relation to the
Bill.
Fundamental Legislative Principles
The Casino Agreements Legislation Amendment Act 2002 will authorise
the making of further amending agreements under the Agreement Acts.
The Brisbane Casino Agreement and the Jupiters Casino Agreement
("Casino Agreements") as amended by the further amending agreements
have the force of law under the Agreement Acts.
The amendments will place a maximum limit of 10% shareholding in
Jupiters except in a full takeover situation. There will be two exceptions to
the 10% rule applying to the current Founders and other significant
shareholders in Jupiters who currently hold certain approvals of the
Minister. However, the exceptions will operate in a way that will
grandfather the relevant shareholding to that held at the date Jupiters
announces a proposed buyback of its shares not to that held immediately
after the completion of the proposed buyback. It is intended that the
proposed buyback will be announced publicly by Jupiters in mid-February
2002 that is, before the Bill is introduced.
Importantly however, the result will be that the Bill will have a
retrospective effect that could result in the fettering of existing rights of
Founders and other significant shareholders who have approval for, but at
this time have not acquired shares up to a pre-determined level of voting
power in Jupiters. Jupiters has advised that the Founders have agreed in-
principle to the overall de-foundering process and other shareholders will
have the opportunity to vote on amendments to Jupiters Constitution that
are identical to those proposed to the Casino Agreements at the time of
Jupiters announcement.
Consultation
Representatives of Jupiters, Treasury Department, the Department of
Employment and Training, Department of Premier and Cabinet,
Department of Primary Industries, Department of Justice and Attorney-
General and Office of Queensland Parliamentary Counsel were consulted
in relation to the Bill.
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Casino Agreements Legislation Amendment Bill 2002
The Business Regulation Reform Unit and the Integrated Development
Approval System were not consulted in relation to this Bill as the proposal
does not impact on these areas.
Jupiters has advised that Jupiters Founders have agreed in-principle to
the termination of the Foundation Agreement and amendments to the
Constitution of Jupiters. Effectively, these amendments are identical to the
amendments proposed to the Casino Agreements.
Shareholders will vote on the proposed amendments to the Constitution
of Jupiters and consider the approval of the transaction at a shareholders
meeting to be held before the transaction can be finalised.
NOTES ON PROVISIONS
PART 1--PRELIMINARY
Clause 1 states the short title of the Act being the Casino Agreements
Legislation Amendment Act 2002.
PART 2--AMENDMENT OF BRISBANE CASINO
AGREEMENT ACT 1992
Clause 2 states that Part 2 amends the Brisbane Casino Agreement Act
1992.
Clause 3 amends section 5(1) (Variation of Casino Agreement) to
replace the words "the proposed" with the words "a proposed".
Clause 4 amends the schedule by including a proposed further
agreement which may be entered into by the State and Jupiters to amend
the Brisbane Casino Agreement.
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Casino Agreements Legislation Amendment Bill 2002
PART 3--AMENDMENT OF JUPITERS CASINO
AGREEMENT ACT 1983
Clause 5 states that Part 3 amends the Jupiters Casino Agreement Act
1983.
Clause 6 amends section 4(1) (Variation of Casino Agreement) to
replace the words "the proposed" with the words "a proposed".
Clause 7 amends the schedule by including a proposed further
agreement which may be entered into by the State and Jupiters to amend
the Jupiters Casino Agreement.
© State of Queensland 2002