Queensland TAB QUEENSLAND LIMITED PRIVATISATION BILL 1999 TAB QUEENSLAND LIMITED PRIVATISATION BILL 1999 TABLE OF PROVISIONS Section Page PART 1—PRELIMINARY Division 1—Introduction 1 Short title 2.0... eee eee 8 2 Dictionary ..... 6... cece cece ete ete eee nee 8 Division 2—TAB@ no longer a company GOC 3 TABQ stops being company GOC ... 2.2.6... 0c eee 8 Division 3—Object and basic concepts 4 Object 6... ete 8 5 Meaning of "sale process" ........ 00... e eect eee eee 9 6 Meaning of "listing day"... 0... 0... eee ee eee eee 9 7 Things done by Act Ministers... 0.0.0... cece eee eee 9 PART 2—MANAGEMENT OF SALE PROCESS Division 1—Application of part 2 8 When pt 2 applies... 0.6.6... 10 Division 2—Management of TABQ until listing day 9 Resolutions without meetings... 2.6.6.0... cece eee eee 10 10 TABQ's constitution may be amended by Act Ministers............... 11 11 Act Ministers may require amendment of subsidiary's constitution ...... 11 12 Composition of board... 2.6... ee ee eee 11 13 Div 2 has effect despite Corporations Law ............ 0.0 eee eee eens 11 Division 3—Sale process 14 Sale of TABQ... 1. ene nett eet eee e eee eee 12 15 Minister's power to execute share transfers ................0 00 ee eee ee 12 TAB Queensland Limited Privatisation 17 19212325 272931333537 39 Ministerial control of TABQ for certain purposes................2.... Act ministers not to be treated as directors of TABQ................-. PART 3—RESTRICTIONS RELATING TO SHAREHOLDING Division 1—Preliminary Definition for pt3.... 6... eee eee eens When a person is an associate of another..............0..0.....0000. Relevant interests in shares ......... 6... cece cece ee eee eee Entitlements to voting shares in TABQ............0..00.0000000000. References to Corporations Law...... 0.00... eee eee Provision if TABQ's share capital consists of stock ................... Cornerstone investor . 6... 2... cee ee Application of pt 3.2... 0... eee eee eee Division 2—Maximum shareholding restrictions Prohibited shareholding interest.............00...0 0000000000020 0 0 Power to require information relating to entitlement to shares in TABQ. . Declarations by Minister............ 0.00... Compliance with requirement notice .................0 000000000000. Disposal and forfeiture of shares if prohibited shareholding interest...... Further forfeiture provision ..........00..0 00. cece eee eee ee Minister must give notice to TABQ....... 0.2.0.0... c eee eee eee When declarations by Minister have effect.....................0.000. Minister must give reasons etc. for declarations..................0... Appeal against declarations of Minister ................00....00000. Affect of appeals on Minister's declarations ....................0000. Sale of forfeited shares 2.0.0.0... 0... ccc cece eee eee Division 3—Restrictions on dealing with shares to which cornerstone investor entitled Application of div 3.0.0.0... cee eens Purported disposal of cornerstone investor's shares ineffective.......... Division 4—Expiry of part PART 4—PROVISIONS ABOUT TABQ'S STAFF Staff's entitlements continue etc... 2.0... eee eee eee TAB Queensland Limited Privatisation 44 4749525456586164 Application of certain provisions of GOC Act.................00..00. PART 5—MANDATORY REQUIREMENTS REGARDING TABQ GROUP COMPANIES' CONSTITUTIONS Application of pt 5.0.0... eee eee TABQ group companies to have constitutions containing certain PYOVISIONS ©... eee eee eee Inconsistent alterations to TABQ group companies' constitutions have no effect... 6... ete eee e ee Injunctions 2.20.0... eee eee Other powers of Supreme Court ........0.0...0 00000 Jurisdiction of Supreme Court......... 0.0.00. Delegation by Minister ..........0.0.00 000. c eee eee eee Pt 5 overrides Corporations Law ..... 2.6.6.0. c cece eee eee eee eee PART 6—MISCELLANEOUS Exemption from State tax... 0.0.00... eee eee Commonwealth tax equivalents. .............. 0000000000 ee eee eee Minister's certificate... 66.6... Act does not affect existing legal relationships ...................... Act does not limit other powers .............. 0000s TABQ directors' immunity ..........00....0 00. c eee eee ee Ministers' immunity .......... 0.000.000. eee eee eee eee Non-application of certain provisions of GOC Act to TABQ............ Regulation-making power.... 2.0.0.0... eee eee PART 7—AMENDMENT OF ACTS Division 1—Amendment of Gaming Machine Act 1991 Act amended in div 1 1.2... cece cece eee ee Amendment of s 77 (Applications for licences under this part) ......... Amendment of s 79 (Consideration of applications) .................. Division 2—Amendment of Gaming Machine and Other Legislation Amendment Act 1999 Act amended in div2 2.00.2... cee eee eect eee eens Omission of s 61 (Amendment of s 79 (Consideration of applications)) . . TAB Queensland Limited Privatisation 66 6870 2B7577808284868890 Division 3—Amendment of Interactive Gambling (Player Protection) Act 1998 Act amended in div3 ........ cece Amendment of s 6 (Meaning of "interactive game") ................05 Division 4—Amendment of Racing and Betting Act 1980 Act amended in div4 ....... 0... eee Amendment of s 11A (Functions of Queensland Principal Club)........ Amendment of s 11B (Powers of Queensland Principal Club) .......... Amendment of s 52 (Functions, powers and duties of Harness Racing Board) ........ 0... eee Amendment of s 93 (Functions, powers and duties of Greyhound Authority)... 0.0... eee eee Division 5—Amendment of Wagering Act 1998 Act amended in div5 ........ 0... cee eee eee Amendment of s 65 (Appointment) ........... 0.000 e eee eee ee Amendment of s 71 (Meaning of "wagering management agreement") . . Amendment of s 81 (Grounds for directing termination) ............... Amendment of s 95 (Meaning of "key employee")................... Amendment of s 163 (Commission) ...............0..00 000.0 e eee eee Insertion of news 168A... 2.0... eee eee 168A Wagering authority administration fee...............0..2-000. Amendment of s 169 (Application of wagering tax and authority fee).... Amendment of s 170 (Penalty for late payment) ...................-. Amendment of s 171 (Recovery of amounts) ....................00.. Amendment of s 172 (Revenue offences) ............. 000.0 e eee eee Amendment of s 195 (Show cause notice for related agreement)........ Amendment of s 206 (Acceptance of wagers) .............0000 esses Amendment of s 213 (Claims for payment of winning bets)............ Amendment of s 302 (Appeals to District Court).............-..00005 Amendment of s 306 (Procedures for reviews) ...............0.00000. Amendment of s 318 (Application of division)..................02005 Amendment of s 319 (Definitions) ...........0....00.000 0000002200 Amendment of schedule 2 (Dictionary) ..................00..000000. TAB Queensland Limited Privatisation SCHEDULE ......................04. DICTIONARY A BILL FOR An Act to provide for the sale of TAB Queensland Limited by the State, and for other purposes sl 8 s4 TAB Queensland Limited Privatisation The Parliament of Queensland enacts— PART 1—PRELIMINARY Division 1—Introduction Short title 1. This Act may be cited as the TAB Queensland Limited Privatisation Act 1999. Dictionary 2. The dictionary in the schedule defines particular words used in this Act. Division 2—TAB@Q no longer a company GOC TABQ stops being company GOC 3.(1) TABQ is no longer a company GOC and, other than to the extent this Act provides, the GOC Act stops applying to it. (2) Subsection (1) does not affect TABQ's registration under the Corporations Law. Division 3—Object and basic concepts Object 4. The object of this Act is to facilitate the sale by the State of TABQ. 13 15 18 s5 9 s7 TAB Queensland Limited Privatisation Meaning of "sale process" 5.(1) The "sale process" is the process relating to the sale of TABQ by the State. (2) The process includes anything connected with or relating to the disposal of all issued shares in TABQ held by a Minister on behalf of the State to persons other than Ministers who, in that capacity, hold the shares on behalf of the State. Meaning of "listing day" 6.(1) The "listing day" is the day and time at which shares in TABQ are listed for quotation on the stock market of the Australian Stock Exchange Limited (ACN 008 624 691). (2) In this section— "share" includes a unit in a share within the meaning of section 9! of the Corporations Law. Things done by Act Ministers 7.(1) If a thing is required to be, or may be, done under this Act by the Act Ministers, the thing must be done by them jointly. (2) However, if the Act Ministers' offices are held, or the functions of the offices are being performed, by 1 person, the thing may be done by that person alone. (3) Unless the context otherwise requires, a reference in this Act to the Minister is not a reference to the Minister in the capacity of an Act Minister. 1 Corporations Law, section 9— "unit" in relation to a share, debenture or other interest, means a right or interest, whether legal or equitable, in the share, debenture or other interest, by whatever term called, and includes an option to acquire such a right or interest in the share, debenture or other interest. NAW WH 11 14 17 1922 s8 10 s9 TAB Queensland Limited Privatisation PART 2—MANAGEMENT OF SALE PROCESS Division 1—Application of part 2 When pt 2 applies 8. This part applies until the listing day. Division 2—Management of TABQ uniil listing day Resolutions without meetings 9.(1) If, in relation to TABQ, the Act Ministers sign a document (the "Ministerial document") containing a statement that they are in favour of a resolution stated in the Ministerial document— (a) (b) (d) (e) a resolution in those terms is taken to have been passed at a general meeting of TABQ held at the time at which, and on the day on which, the Ministerial document is signed by the last Act Minister; and TABQ is taken to have held a general meeting at that time on that day; and the Ministerial document is taken to be a minute of the meeting; and another document, attached to the Ministerial document and signed by the Act Ministers, is taken to have been laid before TABQ at the meeting; and if the resolution deals with all matters required to be dealt with at an annual general meeting of TABQ, TABQ is taken to have held an annual general meeting. (2) Subsection (1) applies to a resolution that is authorised or required by the Corporations Law, or TABQ's constitution, to be passed at a general meeting, including a resolution— (a) (b) appointing an officer or auditor; or approving of, or agreeing to, anything. s10 11 s 13 TAB Queensland Limited Privatisation (3) For subsection (1), 2 or more separate documents containing a statement in identical terms, each of which is signed by an Act Minister, are taken to be a single document. (4) This section has effect for the purposes of the Corporations Law. (5) Subsection (4) does not limit any other effect this section may have. (6) This section does not affect any rule of law providing for the effectiveness of the assent of members of a company given to a document or anything else otherwise than at a general meeting of the company. TABQ's constitution may be amended by Act Ministers 10.(1) The Act Ministers may amend TABQ's constitution. (2) Subsection (1) does not limit any other power to amend the constitution. Act Ministers may require amendment of subsidiary's constitution 11.1) The Act Ministers may, by notice given to TABQ's board of directors, direct the board to amend the constitution of a TABQ subsidiary. (2) As far as practicable, the board must ensure the direction is complied with. Composition of board 12.(1) TABQ's board of directors is to continue to consist of the number of directors that are appointed by the Governor in Council. (2) In appointing a person as a director, the Governor in Council must have regard to the person's ability to make a contribution to TABQ's commercial performance. (3) Subsection (1) has effect despite TABQ's constitution. Div 2 has effect despite Corporations Law 13. This division has effect despite anything in the Corporations Law. CID AW fF Wne 12 15 17 20 2226 $14 12 $17 TAB Queensland Limited Privatisation Division 3—Sale process Sale of TABQ 14.(1) The Act Ministers may do anything necessary or convenient for the sale process. (2) For subsection (1), the Act Ministers may bind the State and other Ministers who hold shares in TABQ on behalf of the State. Minister's power to execute share transfers 15.(1) For the sale process, the Minister may execute on behalf of the State any document transferring shares in TABQ to a person. (2) Subsection (1) applies even if the shares are held on the State's behalf by a Minister other than the Minister. Ministerial control of TABQ for certain purposes 16.(1) In the performance of its functions, TABQ's board of directors is subject to a direction of the Act Ministers given to the board under subsection (2). (2) The Act Ministers may, by notice given to the board, direct the board to do anything the Ministers consider necessary or convenient for the sale process. (3) The Act Ministers must publish a copy of the direction in the gazette within 21 days after giving it to the board. Act ministers not to be treated as directors of TABQ 17.(1) Despite the enactment of section 16 or the exercise of the Act Ministers' powers under the section, an Act Minister must not be treated as a director of TABQ or a person who participates in the management of TABQ. (2) This section has effect despite the Corporations Law. An BW wp 11 141720 2325 s 18 13 $19 TAB Queensland Limited Privatisation PART 3—RESTRICTIONS RELATING TO SHAREHOLDING Division 1—Preliminary Definition for pt 3 18. In this part— "associate" see section 19(1) and (3). "cornerstone investor" means the person prescribed under section 24(1). "prohibited shareholding interest in TABQ" see section 26(1) and (2). When a person is an associate of another 19.(1) For this part, a person is an associate of another— (a) if the Minister— (i) considers on reasonable grounds that the person and the other are likely to act in concert for the purpose of taking control of, or exercising significant influence over, TABQ against the public interest; and (11) by notice given to TABQ, declares the person is an associate of the other; or (b) if the person is an associate of the other within the meaning of part 1.2, division 2 of the Corporations Law as modified by subsection (2). (2) For subsection (1)(b), part 1.2, division 2 of the Corporations Law is modified by omitting sections 13, 14, 16 (2) and 17 of that law and by substituting for paragraphs (b) and (c) of section 12 (1) of that law the following: " or (b) the primary person's entitlement, as provided by section 609, to shares in onan fF 11 1315 17 192224 26 s 20 14 s21 TAB Queensland Limited Privatisation a body corporate.' .2 (3) Also, for this part, a person is an associate of another if, under a declaration under section 28(2)(a)3— (a) the person is declared to be an associate of the other; or (b) the other is declared to be an associate of the person. (4) If the Minister gives notice of a declaration under subsection (1)(a)(ii) to TABQ, the Minister must, at the same time or as soon as practicable after that time, give notice of the declaration to the persons to whom the declaration relates. Relevant interests in shares 20. For this part, a person has a relevant interest in a share only if the person would be taken to have a relevant interest in the share because of Part 1.2, division 5 of the Corporations Law if sections 33 and 35(c) of that law were disregarded.4 Entitlements to voting shares in TABQ 21. For this part, the voting shares in TABQ to which a person is entitled include voting shares in TABQ to which the person is entitled under section 609 of the Corporations Law, as if in that section— (a) areference to an associate were a reference to an associate for this part; and (b) a reference to a relevant interest were a reference to a relevant interest to which section 20 of this Act applies. 2 Corporations Law, part 1.2 (Interpretation), division 2 (Associates), sections 12 (Matters relating to voting shares), 13 (References in Chapter 7), 14 (References in Chapter 8), 16 (Exclusions), 17 (Associates of composite persons) and 609 (Entitlement to shares) 3 Section 28 (Declarations by Minister) 4 Corporations Law, part 1.2 (Interpretation), division 5 (Relevant interests in shares and securities), sections 33 (Control of prescribed percentage of voting power in body corporate having power in relation to a share) and 35 (Control of body corporate having a relevant interest by virtue of section 34) OMND A fF WN 1214 1720 22 $22 15 s 24 TAB Queensland Limited Privatisation References to Corporations Law 22.(1) A reference in this part to the Corporations Law is a reference to that law as it would apply if references in that law to a body corporate, corporation or company included references to— (a) a body corporate of any kind wherever formed or incorporated and whether formed or incorporated under that law or any other law; and (b) any unincorporated body that, under the law of its place of formation, may sue or be sued, or may hold property in the name of the secretary or some other officer of the body, or in the name of any trustee or trustees; and (c) any unincorporated body to which is applied, under the laws of the place of its formation, with or without exceptions, a law in force in that place relating to companies or corporations as if it were a company or corporation within the meaning of that law. (2) In this section— "unincorporated body" means a society, association or other body, wherever formed. Provision if TABQ's share capital consists of stock 23. If the whole or a portion of the share capital of TABQ consists of stock, a reference in this part to a number of shares in TABQ as a percentage is, for an amount of stock, a reference to the amount of stock representing that number of shares. Cornerstone investor 24.(1) A regulation may prescribe a person to be the cornerstone investor for this part. (2) There may be only | cornerstone investor at any | time. (3) The Governor in Council may make a regulation prescribing a person to be the cornerstone investor only if the person has agreed in writing to be the cornerstone investor. ee FOO m AAW BwWN Ree Hee aABwWN e a ile' on 2123 26 29 $25 16 s 26 TAB Queensland Limited Privatisation Application of pt 3 25.(1) This part applies in relation to TABQ whenever TABQ, or a TABQ subsidiary, holds a wagering licence under the Wagering Act 1998. (2) This part, including any provision of the Corporations Law referred to or applied for this part, applies in relation to a transaction— (a) whether the transaction is entered into, or made, in the State or elsewhere; and (b) whether the shares, if any, to which the transaction relates are registered in the State or elsewhere; and (c) whether the law governing the transaction is the law of the State or not. Division 2—Maximum shareholding restrictions Prohibited shareholding interest 26.(1) A person, other than the cornerstone investor or an exempt person, has a prohibited shareholding interest in TABQ if the person is entitled to voting shares in TABQ that together constitute more than 10% of the total number of voting shares in TABQ. (2) The cornerstone investor has a prohibited shareholding interest in TABQ if the person is entitled to voting shares in TABQ that together constitute more than the percentage prescribed under a regulation of the total number of voting shares in TABQ. (3) The percentage prescribed under subsection (2) must be less than 20%. (4) A person must not have a prohibited shareholding interest in TABQ. (5) In subsection (1)— "exempt person" means— (a) the State; (b) a trustee of a trust established by the State for the sale process; Fo OAM ND WN WN ee a N 1517 1921 23 2527 $27 17 s 28 TAB Queensland Limited Privatisation (c) TABQ; (d) a TABQ subsidiary. Power to require information relating to entitlement to shares in TABQ 27.(1) This section applies if the Minister or TABQ knows, or suspects on reasonable grounds, a person is entitled to shares in TABQ. (2) The Minister or TABQ may, by notice (a "requirement notice") given to the person, require the person, within a reasonable time of at least 7 days stated in the notice, to give the Minister or TABQ the information stated in the notice. (3) The purpose of a requirement notice is to help decide whether the person to whom the notice is given or another person has, or is taking action to acquire, a prohibited shareholding interest in TABQ. (4) A requirement notice may require the person to whom it is given, or, if the person is a corporation, 2 directors of the corporation, to verify by statutory declaration any information given under the notice. Declarations by Minister 28.(1) Subsection (2) applies if— (a) a person given a requirement notice does not comply with the notice; or (b) the Minister considers on reasonable grounds information given by the person in response to the requirement notice is, because of anything included in it or omitted from it, false or misleading in a material particular. (2) The Minister may, by notice given to TABQ, do 1 or more of the following— (a) declare the person is an associate of another, or another is an associate of the person; (b) declare the person, or another to whom a declaration under paragraph (a) relates, is entitled to stated shares in TABQ; 18 20 2224 26 28 30 s 29 18 s 30 TAB Queensland Limited Privatisation (c) declare the person, or another to whom a declaration under paragraph (a) relates, has a prohibited shareholding interest in TABQ. (3) A declaration under subsection (2) has effect for this part. (4) If the Minister gives notice of a declaration under subsection (2) to TABQ, the Minister must, at the same time or as soon as practicable after that time, give notice of the declaration— (a) to the person to whom the declaration relates; and (b) for a declaration under subsection (2)(c)—to the holder of the shares to which the declaration relates. Compliance with requirement notice 29.(1) A person must comply with a requirement of a requirement notice given to the person. Maximum penalty—200 penalty units. (2) A person must not, in purported compliance with a requirement of a requirement notice given to the person, knowingly give information that is false or misleading in a material particular. Maximum penalty—200 penalty units. Disposal and forfeiture of shares if prohibited shareholding interest 30.(1) Subsection (3) applies if the Minister makes a declaration under section 28(2)(c) that a person (the "prohibited holder") has a prohibited shareholding interest in TABQ. (2) Subsection (3) also applies if the Minister considers on reasonable grounds and, by notice given to TABQ, declares under this subsection, that a person (also the "prohibited holder") has a prohibited shareholding interest in TABQ. (3) The Minister may make the declaration in subsection (4), by notice given— (a) ifthe prohibited holder holds voting shares in TABQ to which the holder is entitled—to the prohibited holder; or SOO NDWN BR WNHHE 13 162124 26 28 30 $31 19 $31 TAB Queensland Limited Privatisation (b) if another person holds voting shares in TABQ to which the prohibited holder is entitled—the other person. (4) The declaration is that the prohibited holder or other person must dispose of the relevant number of those shares, or a stated number of those shares not exceeding the relevant number, otherwise than to the prohibited holder or an associate of the prohibited holder within a stated period of not less than 3 months after the giving of the notice. (5) The relevant number of shares a person may be required to dispose of under subsection (3) is— (a) subject to paragraph (b), the number of shares held by the person that would need to be so disposed of to cause the prohibited holder to cease to have a prohibited shareholding interest in TABQ; or (b) if, after all the shares in TABQ held by the person to which the prohibited holder is entitled were so disposed of, the prohibited holder would continue to have a prohibited shareholding interest in TABQ—the total number of those shares. (6) For this section, a person is taken to have disposed of shares in TABQ to which a prohibited holder is entitled only if the person ceases to hold the shares and the prohibited holder ceases to be entitled to the shares. (7) If a person given a notice of a declaration under subsection (3) requiring the person to dispose of shares in TABQ does not comply with the notice within the period required by the notice, the shares to which the notice relates are, by force of this subsection, forfeited to the State. Further forfeiture provision 31.(1) This section applies if a transaction is entered into relating to shares in TABQ and— (a) aperson who did not, before the transaction is entered into, have a prohibited shareholding interest in TABQ would have the interest after the transaction; or (b) a person who, before the transaction is entered into, had a prohibited shareholding interest in TABQ would be entitled after the transaction to a greater number of voting shares in TABQ than OM NAHM DPW Ne el oil aon' WNrR oO RP Ree NANA Nee SOM NwPNNN BWNe 27 2932 s 32 20 s 34 TAB Queensland Limited Privatisation the person was entitled to immediately before the transaction. (2) The transaction is not illegal or void because of this part but the voting shares in TABQ that are the subject of the transaction are subject to forfeiture under subsection (3). (3) The Minister may, by notice given to the parties to the transaction, declare that the voting shares in TABQ that are the subject of the transaction are forfeited to the State. (4) The declaration under subsection (3) takes effect when the notices under that subsection, and section 32, relating to the declaration are given or, if they are given at different times, when the last notice is given. Minister must give notice to TABQ 32. The Minister must give notice of each of the following to TABQ— (a) a declaration under section 30(3) requiring a person to dispose of voting shares in TABQ; (b) a declaration under subsection 31(3) that voting shares in TABQ are forfeited to the State. When declarations by Minister have effect 33.(1) Subject to subsection (2), a declaration of the Minister under this division is effective when notice of the declaration is given to TABQ irrespective of when or whether notice is given to any other person as provided by this division. (2) Subsection (1) does not apply to a declaration notice of which is given to TABQ under section 32. Minister must give reasons etc. for declarations 34.(1) Notice of a declaration of the Minister under this division given to a person must state— (a) the reasons for the declaration; and (b) that the person may appeal to the Supreme Court against the declaration; and COM ND PWN e 12 14 16 1921 23 26 29 $35 21 s 36 TAB Queensland Limited Privatisation (c) the time in which the person may appeal; and (d) how the person may appeal. Appeal against declarations of Minister 35.(1) TABQ may appeal to the Supreme Court against a declaration of the Minister given under this division. (2) Also, another person to whom notice of the declaration is given, or to whom it is required to be given, under this division may appeal to the Supreme Court against the declaration. (3) An appeal is started by— (a) filing a notice of appeal with the court; and (b) giving a copy of the notice to the Minister. (4) The notice of appeal must be filed within 21 days after notice of the declaration under appeal is given to the appellant. (5) The period for filing the notice of appeal cannot be extended. (6) If an appeal is started by a person other than TABQ, TABQ is a respondent in addition to the Minister. (7) The court may, on an appeal under this section, if satisfied that proper grounds for making the declaration did not exist, quash or vary the declaration, either conditionally or unconditionally and with effect from the date of the declaration or some other date, as the court considers just. (8) Also, the court may make any consequential or ancillary orders it considers just. Affect of appeals on Minister's declarations 36.(1) Subject to subsection (2), an appeal under section 35 against a declaration of the Minister does not act to stay the operation of the declaration pending the decision of the appeal. (2) However, an appeal under section 35 against either of the following declarations stays the operation of the declaration until the appeal is decided or otherwise dealt with— CoC MOID WHR Ww 11 13 16 1820 22 26 28 837 22 s 38 TAB Queensland Limited Privatisation (a) a declaration under section 30(3) requiring a person to dispose of shares in TABQ; (b) a declaration under section 31(3) that shares in TABQ are forfeited to the State. Sale of forfeited shares 37.(1) The Minister must sell any shares forfeited to the State under this division. (2) For the sale, the Minister is not bound by any restriction on the sale of shares contained in TABQ's constitution. (3) Any money realised from the sale must, after deduction of the reasonable costs of the forfeiture and sale— (a) if the shares were transferred as a result of a transaction referred to in section 31(1) and the transferor has not received the full consideration agreed on with the transferee—be applied in payment to the transferor of the amount or value of the consideration not received by the transferor and in payment of the balance, if any, to the transferee; or (b) in any other case—be paid to the person from whom the shares were forfeited. Division 3—Restrictions on dealing with shares to which cornerstone investor entitled Application of div 3 38.(1) This division applies for 2 years from the day any person first becomes entitled to voting shares in TABQ in the capacity of a cornerstone investor. (2) Subsection (3) applies when a cornerstone investor first becomes entitled to shares in TABQ in that capacity. (3) The cornerstone investor must immediately advise the Minister in writing of the day the investor acquired the shares. Rw Ne 21 2427 29 s 39 23 s 40 TAB Queensland Limited Privatisation (4) On receiving the cornerstone investor's advice, the Minister must, by gazette notice, state the period for which this division applies under subsection (1). (5) This division does not apply to the disposal, under a notice given by the Minister under section 30(3),5 of voting shares in TABQ to which the comerstone investor is entitled. (6) Also, this division must not be construed to stop the forfeiture to the State, under section 30(7) or 31,6 of voting shares in TABQ to which the comerstone investor is entitled. Purported disposal of cornerstone investor's shares ineffective 39.(1) A person must not dispose of voting shares in TABQ to which the cornerstone investor is entitled unless the disposal is approved by the Minister. (2) Any purported disposal of the shares in contravention of subsection (1) is of no effect. (3) Any purported registration by TABQ of the transfer of the shares under the purported disposal is of no effect. (4) In giving an approval for subsection (1), the Minister must have regard to the commercial and other interests of the cornerstone investor and TABQ. (5) This section applies despite the Corporations Law. Division 4—Expiry of part Expiry 40. This part expires 5 years after it commences. 5 Section 30 (Disposal and forfeiture of shares if prohibited shareholding interest) 6 Section 31 (Further forfeiture provision) CoN AW WN 1215 17 1924 s41 24 s 42 TAB Queensland Limited Privatisation PART 4—PROVISIONS ABOUT TABQ'S STAFF Staffs entitlements continue etc. 41.(1) Subsection (2) applies to persons who are employees of TABQ. (2) An event does not— (a) affect the employees' benefits, entitlements or remuneration; or (b) prejudice the employees' existing or accruing rights to superannuation or recreation, sick, long service or other leave; or (c) interrupt continuity of service; or (d) constitute a retrenchment or redundancy. (3) Without limiting subsection (2), a person who immediately before an event is an employee of TABQ continues after the event to be an employee of TABQ and, if an industrial instrument applies to the person immediately before the event, the instrument continues after the event to apply to the person. (4) The continuance of an industrial instrument as mentioned in subsection (3) is subject to the Industrial Relations Act 1999. (5) Persons who were employees of TABQ immediately before the commencement of section 3 are not entitled to a payment or other benefit merely because they are no longer employed by a company GOC. (6) In this section— "event" means— (a) TABQ ceasing to be a company GOC; or (b) all issued shares in TABQ ceasing to be held by a Minister on behalf of the State. "industrial instrument" means an industrial instrument under the Industrial Relations Act 1999. Application of certain provisions of GOC Act 42.(1) Subsection (2) applies to a person if the person was an employee of TABQ immediately before it ceased to be a company GOC and, at that CoC NDR WB WwW Bw 111316 182124 26 29 s 43 25 s44 TAB Queensland Limited Privatisation time, section 173 or 1747 of the GOC Act applied to the person. (2) The section continues to apply to the person as if TABQ had not ceased to be a company GOC. (3) For the application mentioned in subsection (2), TABQ is taken to continue to be a company GOC. PART 5—MANDATORY REQUIREMENTS REGARDING TABQ GROUP COMPANIES' CONSTITUTIONS Application of pt 5 43.(1) This part applies from the day declared by the Minister by gazette notice. (2) The day must be a day after the commencement of this section and before a share in TABQ is transferred to a person other than a Minister who, in that capacity, holds the share on behalf of the State. TABQ group companies to have constitutions containing certain provisions 44.(1) Each TABQ group company must, at all times, have a constitution within the meaning of the Corporations Law. (2) The constitution of each TABQ group company must, at all times, require— (a) the head office of the company to be located in Queensland; and (b) at least a majority of the directors of the company, including the managing director, to be ordinarily resident in Queensland. 7 Government Owned Corporation Act 1993, sections 173 (Superannuation for officers and employees who were previously officers of the public service) and 174 (Preservation of leave entitlements of certain former officers and employees of government entities) Ak WH 11 1316 18 20 23 s 45 26 s 45 TAB Queensland Limited Privatisation (3) For subsection (2) and each constitution, the head office of the company is located in Queensland only if— (a) (b) (c) the principal operational offices of the following company personnel, however described, are located in Queensland— (i) chairperson; (11) chief executive officer; (ii) chief financial officer; (iv) chief operating officer; and the principal operational offices for the following company services, however described, are located in Queensland— (i) treasury operations; (11) information technology management; (11) marketing management; (iv) credit control operations; (v) human resource management; (vi) account processing; (vii) corporate services department; (vili)purchasing department; and the usual location for the holding of company board meetings is in Queensland. Inconsistent alterations to TABQ group companies' constitutions have no effect 45.(1) A resolution of a TABQ group company that would, apart from this subsection, have the effect of the company ceasing to have a constitution or of altering the company's constitution so that the constitution would not comply with section 44(2) or (3) has no effect. (2) A resolution of the company has no effect if the resolution would— (a) if acted on and apart from this subsection—result in a contravention of the mandatory constitutional requirements; or oO WN DN BW Ne a a ond HD wn BPW NY Ne cow 22 24 26 29 s 46 27 s 46 TAB Queensland Limited Privatisation (b) apart from this subsection—ratify an act or omission contravening the mandatory constitutional requirements. Injunctions 46.(1) Subsection (2) applies if a TABQ group company or another person has engaged, is engaging or is proposing to engage in conduct constituting— (a) acontravention of the mandatory constitutional requirements; or (b) attempting to contravene the mandatory constitutional requirements; or (c) aiding, abetting, counselling or procuring a person to contravene the mandatory constitutional requirements; or (d) inducing or attempting to induce, whether by threats, promises or otherwise, a person to contravene the mandatory constitutional requirements; or (e) being in any way, directly or indirectly, knowingly concerned in, or party to, the contravention by a person of the mandatory constitutional requirements; or (f) conspiring with others to contravene the mandatory constitutional requirements. (2) On the application of the Minister, the Supreme Court may grant an injunction restraining the company or other person from engaging in the conduct and, if the court considers it appropriate, requiring the company or other person to do something. (3) If a TABQ group company or another person has failed, is failing or is proposing to fail to do something that the company or other person is required by the mandatory constitutional requirements to do, the Supreme Court may, on the application of the Minister, grant an injunction requiring the company or other person to do the thing. (4) On an application under subsection (2) or (3), the court may grant the injunction sought with the consent of all the parties to the proceeding, whether or not the court is satisfied the subsection applies. (5) The court may grant an interim injunction pending a decision on an Ne — Bo OM NA ANA WwW ll iil on' wb Bee IAG a \©o NNNWN WNrR oO NON pew VN CADW S Ww wh roo Ww N s47 28 s47 TAB Queensland Limited Privatisation application under subsection (2) or (3). (6) The court may discharge or vary an injunction, and may grant an injunction on conditions. (7) The court's power to grant an injunction restraining a TABQ group company or another person from engaging in conduct may be exercised— (a) (b) (c) whether or not it appears to the court that the company or other person intends to engage again, or to continue to engage, in the conduct; and whether or not the company or other person has previously engaged in conduct of that kind; and whether or not there is an imminent danger of substantial damage to a person if the company or other person engages, or continues to engage, in the conduct. (8) The court's power to grant an injunction requiring a TABQ group company or another person to do something may be exercised— (a) (b) (c) whether or not it appears to the court that the company or other person intends to fail again, or to continue to fail, to do the thing; and whether or not the company or other person has previously failed to do a thing of that kind; and whether or not there is an imminent danger of substantial damage to a person if the company or other person fails, or continues to fail, to do the thing. (9) If the Minister makes an application under subsection (2) or (3), the court must not require the Minister, as a condition of granting an interim injunction, to give an undertaking as to damages. Other powers of Supreme Court 47.(1) Subsection (2) applies if the Supreme Court has power under section 46 to grant an injunction restraining a TABQ group company or another person from engaging in particular conduct, or requiring the company or another person to do a particular thing. (2) The court may, either in addition to, or in substitution for, the grant of 2931 s 48 29 s51 TAB Queensland Limited Privatisation the injunction, make any other order it considers appropriate against the company or the other person who engaged in the conduct or a person who was involved in the failure to do the thing. Jurisdiction of Supreme Court 48. The Supreme Court has jurisdiction for matters arising under this part and that jurisdiction is exclusive of the jurisdiction of all other courts, other than the jurisdiction of the High Court under the Commonwealth Constitution, section 75.8 Delegation by Minister 49. The Minister may delegate the Minister's powers to apply to the Supreme Court under section 46 to the chief executive of the department. Pt 5 overrides Corporations Law 50.(1) This part has effect despite the Corporations Law. (2) Without limiting subsection (1), if there is any conflict or inconsistency between this part and a TABQ group company's constitution, this part prevails. PART 6—MISCELLANEOUS Exemption from State tax 51.(1) State tax is not payable in relation to anything done for the sale process. (2) No person has an obligation under a law imposing a State tax— (a) to lodge a statement or return relating to anything done for the sale process; or 8 Commonwealth Constitution, section 75 (Original jurisdiction of High Court) wn onan f 11 13 1520 23 s 52 30 s 54 TAB Queensland Limited Privatisation (b) to include in a statement or return a record or information relating to anything done for the sale process. (3) So far as the legislative power of Parliament permits, a reference in this section to State tax includes a reference to tax imposed under an Act of another State. Commonwealth tax equivalents 52.(1) This section applies to an amount payable by TABQ under section 1559 of the GOC Act immediately before TABQ ceased to be a company GOC and not paid. (2) This section also applies to an amount that would have become payable by TABQ under section 155 of the GOC Act in relation to a period before TABQ ceased to be a company GOC if TABQ had not ceased to be a company GOC. (3) TABQ remains or becomes liable to pay the amount as if TABQ continued to be a company GOC. (4) However, the Treasurer may, by gazette notice, waive payment of the amount. Minister's certificate 53.(1) The Minister may issue a certificate stating that— (a) State tax is not payable under section 51 in relation to something; or (b) the payment of an amount has been waived under section 52. (2) A certificate purporting to be issued under subsection (1) is evidence of the things stated in it. Act does not affect existing legal relationships 54.(1) This Act has effect despite anything in any instrument. 9 Government Owned Corporations Act 1993, section 155 (Liability for Commonwealth tax equivalents) ABW NYE ont a 1215 17 19 21 24 26 $55 31 s 56 TAB Queensland Limited Privatisation (2) Nothing done under this Act in relation to TABQ— (a) places TABQ or the State in breach of a contract, trust or confidence or otherwise makes TABQ or the State guilty of a civil wrong; or (b) makes TABQ or the State in breach of any instrument, including an instrument prohibiting, restricting or regulating the assignment, transfer or assumption of any right or liability or the disclosure of any information; or (c) is taken to fulfil a condition— (i) allowing a person to terminate an instrument or be released, wholly or partly, from an obligation or modify the operation or effect of an instrument or obligation; or (11) requiring money to be paid, or anything else to be done, before its stated maturity; or (d) releases a surety or other obligee, wholly or partly, from an obligation. (3) If, apart from this subsection, obtaining the advice or consent of, or giving notice to, a person would be necessary under an instrument to give effect to a transaction contemplated by this Act, the advice or consent is taken to have been obtained or the notice is taken to have been given. (4) In this section— "TABQ" includes a TABQ subsidiary. Act does not limit other powers 55.(1) This Act provides facilitative mechanisms. (2) Without limiting subsection (1), this Act does not prevent anything being done otherwise than under this Act. TABQ directors' immunity 56.(1) A director of TABQ does not incur any civil liability for anything done or omitted to be done in good faith for the purpose of complying with CIADNW FWHN 1114 16 1820 22 24 26 29 s57 32 359 TAB Queensland Limited Privatisation a direction of the Act Ministers given under section 11 or 16.10 (2) A liability that would, apart from subsection (1), attach to a director of TABQ attaches instead to the State. (3) This section has effect despite the Corporations Law. Ministers' immunity 57.(1) An Act Minister acting in that capacity or the Minister does not incur civil liability for an act or omission done or omitted to be done honestly and without negligence under this Act. (2) A liability that would, apart from subsection (1), attach to an Act Minister or the Minister attaches instead to the State. (3) This section has effect despite the Corporations Law. Non-application of certain provisions of GOC Act to TABQ 58. The following provisions of the GOC Act are taken never to have applied to TABQ— (a) chapter 3, parts 7 and 8; (b) sections 130 and 171.11 Regulation-making power 59.(1) The Governor in Council may make regulations under this Act. (2) A regulation may make provision about any matter for which— (a) itis necessary to make provision to allow or facilitate the doing of anything to achieve the purposes of this Act; and (b) this Act does not make provision or sufficient provision. 10 Sections 11 (Act Ministers may require amendment of subsidiary's constitution) and 16 (Ministerial control of TABQ for certain purposes) 11 Government Owned Corporations Act 1993, chapter 3 (Government owned corporations (GOCs)), parts 7 (Corporate plan) and 8 (Statement of corporate intent) and sections 130 (Quarterly reports) and 171 (Employment and industrial relations plan) BR WN CoO OND WwW 14 16 1821 s 60 33 s 62 TAB Queensland Limited Privatisation (3) Subsection (2) and this subsection expire 12 months after subsection (2) commences. PART 7—AMENDMENT OF ACTS Division 1—Amendment of Gaming Machine Act 1991 Act amended in div 1 60. This division amends the Gaming Machine Act 1991. Amendment of s 77 (Applications for licences under this part) 61. Section 77(2), 'and palm prints'— omit. Amendment of s 79 (Consideration of applications) 62.(1) Section 79(1)(a)— omit. (2) Section 79(1)(b) and (c)— renumber as paragraphs (a) and (b). (3) Section 79(1)(b), as renumbered, "paragraph (b)'— omit, insert— 'paragraph (a)'. (4) Section 79— insert— '(1A) If the applicant is an individual, the chief executive may, with the applicant's agreement, cause the applicant's fingerprints to be taken.'. (5) Section 79(3)(a)(ii)— Ne 1113151719 21 s 63 34 s 66 TAB Queensland Limited Privatisation omit, insert— "(ii) the applicant's fingerprints have not been taken under subsection (1A) because of the applicant's failure to agree to the action being taken;'. (6) Section 79(6), words after paragraph (b)— omit, insert— 'any fingerprints or palm prints of the applicant or person taken for the application or licence must be destroyed as soon as practicable.'. Division 2—Amendment of Gaming Machine and Other Legislation Amendment Act 1999 Act amended in div 2 63. This division amends the Gaming Machine and Other Legislation Amendment Act 1999. Omission of s 61 (Amendment of s 79 (Consideration of applications)) 64. Section 61— omit. Division 3—Amendment of Interactive Gambling (Player Protection) Act Act amended in div 3 65. This division amends the /nteractive Gambling (Player Protection) Act 1998. Amendment of s 6 (Meaning of "interactive game") 66.(1) Section 6(2)(a), 'or the Wagering Act 1998'— omit. CN HA nA BwWH \o 13 1518 21 23 s 67 35 s 69 TAB Queensland Limited Privatisation (2) Section 6(2)— insert— '(ab) wagering conducted under a wagering licence under the Wagering Act 1998;'. Division 4—Amendment of Racing and Betting Act 1980 Act amended in div 4 67. This division amends the Racing and Betting Act 1980. Amendment of s 11A (Functions of Queensland Principal Club) 68.(1) Section 11A(1)(ab) and (b)— renumber as section 11A(1)(b) and (c). (2) Section 11A(1)— insert— "(d) to cooperate with the other control bodies in relation to arrangements involving the industry relating to wagering on animal racing.'. (3) Section 11A— insert— "(1A) An exercise of a power under section 11B(2) for, or in connection with, the Queensland Principal Club's function under subsection (1)(d) is not limited even though the exercise of the power is or may be inconsistent with another function under subsection (1).'. Amendment of s 11B (Powers of Queensland Principal Club) 69.(1) Section 11B(2)(1), from'as it considers' to 'of racing'— omit, insert— 'as the Queensland Principal Club considers necessary or desirable for performing the principal club's functions'. RW NY 111417 1921 2326 s 70 36 s 70 TAB Queensland Limited Privatisation (2) Section 11B(2)(x), from 'the exercise of its powers'— omit, insert— 'performing its functions or exercising its powers, including, for example, giving effect to the Queensland Principal Club's obligations under an arrangement of the kind mentioned in paragraph (wa)(iii).'. (3) Section 11B(3)(a) and (b)— omit, insert— '(a) taking part in an arrangement of a kind mentioned in subsection (2)(wa)(ili); or (b) doing a thing to give effect to an arrangement of that kind.'. (4) Section 11B— insert— "(4) Without limiting subsection (1), the Queensland Principal Club may exercise its powers under this Act for fulfilling obligations it may have under an arrangement of a kind mentioned in subsection (2)(wa)(iii), including, for example— (a) entering into contracts with race clubs to support the performance of a person's obligations under the arrangement; and (b) giving directions mentioned in subsection (3); and (c) if a race club does not comply with a direction mentioned in subsection (3), cancelling or suspending the registration of the race club, directing or supervising the dissolution of the race club or appointing an administrator to conduct the affairs of the race club.'. Amendment of s 52 (Functions, powers and duties of Harness Racing Board) 70.(1) Section 52(2)— insert— '(ba)to cooperate with the other control bodies in relation to arrangements involving the industry relating to wagering on animal racing; and'. ome NIH ABW NY Se Be NF oO ar nn pW Lion' on e \o NNNNWN BRWNrF SO 26 28 30 s 70 37 s 70 TAB Queensland Limited Privatisation (2) Section 52— insert— "(2A) An exercise of a power under subsection (3) for, or in connection with, the Harness Racing Board's function under subsection (2)(ba) is not limited even though the exercise of the power is or may be inconsistent with another function under subsection (2).'. (3) Section 52(3)(t), from'as it considers' to 'of trotting'— omit, insert— 'as the Harness Racing Board considers necessary or desirable for performing the board's functions,'. (4) Section 52(3)(z), from "the exercise of its powers'— omit, insert— 'performing its functions or exercising its powers, including, for example, giving effect to the Harness Racing Board's obligations under an arrangement of the kind mentioned in paragraph (ya)(iii).'. (5) Section 52(3A)(a) and (b)— omit, insert— '(a) taking part in an arrangement of a kind mentioned in subsection (3)(ya)(i1i); or (b) doing a thing to give effect to an arrangement of that kind.'. (6) Section 52— insert— '(3B) The Harness Racing Board may exercise its powers under this Act for fulfilling obligations it may have under an arrangement of a kind mentioned in subsection(3)(ya)(iii), including, for example— (a) entering into contracts with trotting clubs to support the performance of a person's obligations under the arrangement; and (b) giving directions mentioned in subsection (3A); and (c) if trotting club does not comply with a direction mentioned in subsection (3A), cancelling or suspending the registration of the oO DH N DWN FW NY Se Se Ne RP Ree DAN WwW ioe ao Nn Ne cow N NN N Ww NS N NN Hun NN on N \o ww a) s71 38 s71 TAB Queensland Limited Privatisation trotting club, directing or supervising the dissolution of the trotting club or appointing an administrator to conduct the affairs of the trotting club.'. Amendment of s 93 (Functions, powers and duties of Greyhound Authority) 71.(1) Section 93(2)— insert— '(ba)to cooperate with the other control bodies in relation to arrangements involving the industry relating to wagering on animal racing; and'. (2) Section 93— insert— "(2A) An exercise of a power under subsection (3) for, or in connection with, the Greyhound Authority's function under subsection (2)(ba) is not limited even though the exercise of the power is or may be inconsistent with another function under subsection (2).'. (3) Section 93(3)(t), from 'as it considers' to 'of greyhound racing'— omit, insert— 'as the Greyhound Authority considers necessary or desirable for performing the authority's functions,'. (4) Section 93(3)(z), from "the exercise of its powers'— omit, insert— 'performing its functions or exercising its powers, including, for example, giving effect to the Greyhound Authority's obligations under an arrangement of the kind mentioned in paragraph (ya)(iii).'. (5) Section 93(3A)(a) and (b)— omit, insert— '(a) taking part in an arrangement of a kind mentioned in subsection (3)(ya)(i1i); or Ne w oom ND NDE 1416 18 20 22 24 26 28 30 $72 39 s 74 TAB Queensland Limited Privatisation (b) doing a thing to give effect to an arrangement of that kind.'. (6) Section 93— insert— '(3B) The Greyhound Authority may exercise its powers under this Act for fulling obligations it may have under an arrangement of a kind mentioned in subsection (3)(ya)(ii1), including, for example— (a) entering into contracts with greyhound clubs to support the performance of a person's obligations under the arrangement; and (b) giving directions mentioned in subsection (3A); and (c) if a greyhound club does not comply with a direction mentioned in subsection (3A), cancelling or suspending the registration of the greyhound club, directing or supervising the dissolution of the greyhound club or appointing an administrator to conduct the affairs of the greyhound club.'. Division 5—Amendment of Wagering Act 1998 Act amended in div 5 72. This division amends the Wagering Act 1998. Amendment of s 65 (Appointment) 73.(1) Section 65(1), 'the operations'— omit, insert— "some or all the operations'. (2) Section 65(2)(b), 'related body corporate of the licensee'— omit, insert— 'corporation'. Amendment of s 71 (Meaning of "wagering management agreement") 74.(1) Section 71(a), 'the operations'— aon Dun W WN 111317 19212326 s 75 40 s 78 TAB Queensland Limited Privatisation omit, insert— "some or all the operations'. (2) Section 71(c), 'remains, the'— omit, insert— 'remains, a'. Amendment of s 81 (Grounds for directing termination) 75. Section 81(1)(g)— omit. Amendment of s 95 (Meaning of "key employee") 76. Section 95(1)(a) and (b), 'the operations'— omit, insert— 'any operations'. Amendment of s 163 (Commission) 77. Section 163— insert— "(1A) Without limiting the Statutory Instruments Act 1992, section 25, a regulation under subsection (1) may apply differently for different events or contingencies. !2'. Insertion of new s 168A 78. After section 168— insert— 12 Statutory Instruments Act 1992, section 25 (Statutory instrument may make different provision for different categories) nA FB WwW NY 11141720 s 79 41 s 81 TAB Queensland Limited Privatisation "Wagering authority administration fee '168A.(1) The conditions of a wagering authority may provide for the payment of a fee (a "wagering authority administration fee") by the authority holder to cover in whole or part the cost to the State of administering this Act in relation to the authority. '(2) The wagering authority administration fee is to be calculated and paid or satisfied under the conditions of the wagering authority.'. Amendment of s 169 (Application of wagering tax and authority fee) 79.(1) Section 169, heading— omit, insert— 'Application of wagering tax, authority fee and authority administration fee'. (2) Section 169— insert— '(2) The chief executive must pay the amount of wagering authority administration fee received under this part into the consolidated fund.'. Amendment of s 170 (Penalty for late payment) 80. Section 170(1), 'wagering tax or wagering authority fee'— omit, insert— 'wagering tax, wagering authority fee or wagering authority administration fee'. Amendment of s 171 (Recovery of amounts) 81. Section 171, after 'fee'— insert— ', wagering authority administration fee'. ND nA BW hd o 12 14 16 1821 2325 s 82 42 s 87 TAB Queensland Limited Privatisation Amendment of s 172 (Revenue offences) 82. Section 172(1)(a), 'wagering tax or wagering authority fee'— omit, insert— 'wagering tax, wagering authority fee or wagering authority administration fee'. Amendment of s 195 (Show cause notice for related agreement) 83. Section 195(2)(b), 'section 195(1)'— omit, insert— 'subsection (1)'. Amendment of s 206 (Acceptance of wagers) 84. Section 206, "general'— omit, insert— 'licence'. Amendment of s 213 (Claims for payment of winning bets) 85.(1) Section 213, '5 years'-— omit, insert— "1 year'. Amendment of s 302 (Appeals to District Court) 86. Section 302, 'a District Court'— omit, insert— 'the District Court'. Amendment of s 306 (Procedures for reviews) 87. Section 306(b), before 'consider'— nk WwW NY Nowe ES Mon 1113 1517 1921 23 s 88 43 s 90 TAB Queensland Limited Privatisation insert— 'must'. Amendment of s 318 (Application of division) 88. Section 318, 'division' — omit, insert— 'part'. Amendment of s 319 (Definitions) 89. Section 319, 'division' — omit, insert— 'part'. Amendment of schedule 2 (Dictionary) 90.(1) Schedule 2, definitions "licence operator" and "related body corporate"— omit. (2) Schedule 2— insert— ""licenceoperator", for a wagering licence or operations conducted under a wagering licence, means— (a) if the wagering licensee has not entered into any wagering management agreement with the Minister's approval—the wagering licensee; or (b) if the wagering licensee has entered into a wagering management agreement with the Minister's approval appointing a person as wagering manager for all the operations relating to authorised wagering conducted under the wagering licence—the wagering manager appointed under the agreement; or (c) if the wagering licensee has entered into a wagering management nRnH OA FB w 13 1518 202326 s 90 44 s 90 TAB Queensland Limited Privatisation agreement with the Minister's approval appointing a person as wagering manager for some but not all the operations relating to authorised wagering conducted under the wagering licence— (i) for the operations to which the agreement relates—the wagering manager appointed under the agreement; or (11) for the other operations relating to authorised wagering conducted under the wagering licence—the wagering licensee.'. (3) Schedule 2, definition "wagering manager", 'the operations'— omit, insert— "some or all the operations'. Co AND ns WwW NR eS eK Oo TAB Queensland Limited Privatisation SCHEDULE DICTIONARY section 2 "Act Ministers" means both of the following— (a) the Minister; (b) the Minister for the time being administering the Racing and Betting Act 1980. "company GOC" means a company GOC under the GOC Act. "GOC Act" means the Government Owned Corporations Act 1993. "holding company" see section 913 of the Corporations Law. "listing day" see section 6. "mandatory constitutional requirements" means— (a) the requirement that a TABQ group company must, under section 44(1), have a constitution at all times; or (b) the requirements that must, under section 44(2), be in a TABQ group company's constitution at all times. "notice" means a written notice. 13° Corporations Law, section 9— "holding company", in relation to a body corporate, means a body corporate of which the first body corporate is a subsidiary. COND WB 1114 16 TAB Queensland Limited Privatisation SCHEDULE (continued) "related body corporate" see section 914 of the Corporations Law. "requirement notice" see section 27(2). "sale process" see section 5. "share" means a share in the share capital of a body corporate "State tax" means tax imposed under an Act. "subsidiary", of TABQ, means an entity that is a subsidiary of TABQ under the Corporations Law. "TABQ" means TAB Queensland Limited (ACN 085 691 738). "TABQ group company" means— (a) TABQ; or (b) any holding company of TABQ; or (c) a wholly-owned subsidiary of TABQ that is the principal operating company in the group of companies consisting of TABQ and any related body corporate of TABQ. "tax" includes fee, duty and charge. "transaction" includes agreement, arrangement, understanding and undertaking. 14 Corporations Law, section 9— "related body corporate", in relation to a body corporate, means a body corporate that is related to the first-mentioned body by virtue of section 50. Corporations Law, section 50— Related bodies corporate Where a body corporate is: (a) a holding company of another body corporate; (b) a subsidiary of another body corporate; or (c) a subsidiary of a holding company of another body corporate; the first-mentioned body and the other body are related to each other. Oo DNDN Ff W NY eS eK Oo eli andilend RwWN Nn Ree na TAB Queensland Limited Privatisation SCHEDULE (continued) "voting share", in relation to TABQ, see section 9 of the Corporations Law.15 "wholly-owned subsidiary" see section 916 of Corporations Law. © State of Queensland 1999 15. Corporations Law, section 9— FW Ne "voting share", in relation to a body corporate, means an issued share in the body that confers a right to vote, not being a right to vote that is exercisable only in one or more of the following circumstances: (a) during a period during which a dividend (or part of a dividend) in respect of the share is in arrears; (b) ona proposal to reduce the body's share capital; (ba)on a resolution to approve the terms of a buy-back agreement; (c) ona proposal that affects rights attached to the share; (d) ona proposal to wind up the body; (e) on a proposal for the disposal of the whole of the body's property, business and undertaking; (f) during the winding up of the body. 16 Corporations Law, section 9— "wholly-owned subsidiary", in relation to a body corporate, means a body corporate none of whose members is a person other than: (a) the first-mentioned body; (b) a nominee of the first-mentioned body; (c) a subsidiary of the first-mentioned body, being a subsidiary none of whose members is a person other than: (i) the first-mentioned body; or (ii) a nominee of the first-mentioned body; or (d) a nominee of such a subsidiary.