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1
TAB Queensland Limited Privatisation Amendment
Bill 2003
TAB QUEENSLAND LIMITED
PRIVATISATION AMENDMENT BILL 2003
EXPLANATORY NOTES
GENERAL OUTLINE
The objective of the Bill is to amend the TAB Queensland Limited
Privatisation Act 1999 ("Privatisation Act") to enable a proposed merger
between UNiTAB Limited (formerly TABQ) and TAB Limited. The
proposed amendments will -
1. Permit TAB Limited to acquire more than 10 percent of the
voting shares in TABQ.
2. Subject to 1 above remove the expiry date of the 10 percent
shareholding restriction (in perpetuity) imposed on investors in
UNiTAB and the reference to cornerstone investors.
3. Provide that at least three directors of the merged entity are to be
ordinarily resident in Queensland.
4. Provide for additional mandatory requirements to be contained in
the constitution of each TAB group company.
Administrative Cost to the Government
There are no additional administrative costs to the Government in
relation to the Bill.
Fundamental Legislative Principles
The Bill does not contain any matters that would breach fundamental
legislative principles.
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TAB Queensland Limited Privatisation Amendment
Bill 2003
Consultation
Due to the commercial sensitivities involved in a proposed merger of
two public companies, other than discussions with UNiTAB Limited and
TAB Limited there has been no public consultation in relation to the Bill.
NOTES ON PROVISIONS
Clause 1 states the short title of the Act being the TAB Queensland
Limited Privatisation Amendment Act 2003.
Clause 2 states that the Act is to commence on a day to be fixed by
proclamation.
Clause 3 states that the Act amends the TAB Queensland Privatisation
Act 1999.
Clause 4 amends the heading to section 18 by replacing the word
`Definition' with the word `Definitions'. Also, clause 4 omits the
definition of `cornerstone investor'.
Clause 5 omits section 24 which deals with the concept of a cornerstone
investor.
Clause 6 amends section 26 by--
1. Omitting the reference to a cornerstone investor.
2. Deeming TAB Limited to have a prohibited shareholding interest
in TABQ where it is entitled to voting shares in TABQ that
constitute more than 10% of the total number of voting shares in
TABQ unless the shares were acquired under an arrangement
approved by a court under the Corporations Act and notified by
the Minister by gazette notice.
3. Omitting section 26(4).
4. Renumbering the remaining subsections.
Clause 7 omits Divisions 3 and 4 of Part 3 concerning restrictions on
dealing with shares to which a cornerstone investor may be entitled.
Clause 8 amends section 44 to provide that the Constitution of a TABQ
group company must at all times require--
3
TAB Queensland Limited Privatisation Amendment
Bill 2003
1. At least three of the directors of a TABQ group company to be
ordinarily resident in Queensland.
2. At least four company board meetings of a TABQ group
company are to be held in Queensland each year.
3. The holders of certain senior management positions for the
TABQ group to reside in Queensland.
4. The annual general meeting and annual strategic board planning
meeting of each TABQ group company to be held in Queensland.
Clause 9 amends the heading to section 50 by replacing the word `Law'
with the word `Act'.
� State of Queensland 2003