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COMMONWEALTH SERUM LABORATORIES (CONVERSION INTO PUBLIC COMPANY) ACT 1990 No. 77 of 1990 - SECT 12

12. After Part II of the Principal Act the following Part is inserted:

"PART IIA - CREATION OF CAPITAL STRUCTURE AND OTHER STEPS PRIOR TO
CONVERSION OF CSL INTO A PUBLIC COMPANY Share capital of CSL

"44A. (1) As from the commencement of this Part, CSL is to have a share
capital.

"(2) The amount of the share capital must be equal to the amount that
subsection 44B (1) requires to be applied as mentioned in that subsection.

"(3) The share capital must be divided into shares of $1 each.

"(4) The share capital may be divided into classes of shares.

"(5) As from the transition, this section has effect subject to the
Companies Act 1981. Issue of shares in CSL

"44B. (1) As soon as practicable after the commencement of this Part, CSL must
apply the capital that it has at that commencement in paying up, in full,
shares in CSL.

"(2) If the amount of the capital is not a multiple of $1, subsection (1)
applies as if the amount were reduced to the nearest multiple of $1.

"(3) As soon as practicable after complying with subsection (1), CSL shall
issue the shares paid up under that subsection:

   (a)  to the Commonwealth; or

   (b)  to nominees of the Commonwealth; as the Minister directs in writing.

"(4) Rights may be attached to shares included in a class of shares.

"(5) The issue of shares under subsection (3) discharges in full CSL's
obligations to repay the capital to the Commonwealth.

"(6) The shares issued under subsection (3) are to be taken to have been
issued for valuable consideration other than cash, being the discharge
effected by subsection (5).

"(7) A person is not a member of CSL at any time before the transition merely
because the person holds shares in CSL. CSL to apply to be registered as
company etc.

"44C. (1) CSL must, before the transition:

   (a)  apply to the National Companies and Securities Commission under
        subsection 85 (1) of the Companies Act 1981 to be registered as a
        company limited by shares within the meaning of that Act; and

   (b)  apply to the National Companies and Securities Commission under
        subsection 55 (1) of the Companies Act 1981 for the reservation of the
        name

"Commonwealth Serum Laboratories Limited"; and

   (c)  lodge with the National Companies and Securities Commission a proposed
        memorandum, and proposed articles, for CSL; and

   (d)  if the rights attached to shares included in a class of shares under
        subsection 44B (4) are not provided for in the memorandum or articles,
        lodge with the National Companies and Securities Commission the
        statement referred to in subsection 124 (1) of the Companies Act 1981.

"(2) Subject to the regulations, the application mentioned in paragraph (1)
(a) must be accompanied by the documents required by subsection 85 (4) of the
Companies Act 1981 to accompany such an application.

"(3) The applications mentioned in paragraphs (1) (a) and (b) must be made to
the National Companies and Securities Commission by delivering them to the
office of the Corporate Affairs Commission for the Australian Capital
Territory and the documents mentioned in paragraphs (1) (c) and (d) and
subsection (2) must be lodged with the National Companies and Securities
Commission by lodging them at that office.

"(4) CSL is to be taken to be entitled to make the applications referred to in
paragraphs (1) (a) and (b), and to lodge the documents mentioned in paragraph
(1) (c) and subsection (2).

"(5) The National Companies and Securities Commission is to be taken:

   (a)  to have been required to reserve the name `Commonwealth Serum
        Laboratories Limited' under subsection 55 (2) of the
        Companies Act 1981; and

   (b)  to have so reserved that name immediately after the making of the
        application mentioned in paragraph (1) (b). New name of CSL

"44D. (1) On the day immediately before the transition, CSL's name is, by
force of this subsection, changed to `Commonwealth Serum Laboratories
Limited'.

"(2) Subsection 65 (5) of the Companies Act 1981 applies in relation to the
change of name made by subsection (1) as if:

   (a)  CSL was a company, within the meaning of that Act, when the change was
        made; and

   (b)  the change was made under that Act.

"(3) This section has effect in spite of anything in the Companies Act  1981 ,
but nothing in this section prevents:

   (a)  CSL from later changing its name under section 65 of that Act; or

   (b)  the cancellation, under Division 2 of Part III of that Act, of the
        registration of a name.". 


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