Bank of New Zealand Act 1920
Bank of New Zealand Act 1920
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Bank of New Zealand Act 1920
Bank of New Zealand Act 1920
Public Act |
1920 No 58 |
|
Date of assent |
5 November 1920 |
|
Contents
An Act to make Further Provision respecting the Bank of New Zealand. [5th November, 1920.
Preamble.
WHEREAS the Bank of New Zealand was constituted a body corporate by the New Zealand Bank Act, 1861: And whereas by the effect of that Act and of subsequent legislation the Bank’s present authorized capital consists of stock to the extent of one million pounds sterling authorized to be issued under section three of the Bank of New Zealand Act, 1913; A preference shares of the nominal amount of five hundred thousand pounds authorized to be issued under section nine of the Bank of New Zealand Act, 1903; B preference shares of the nominal amount of one million pounds authorized to be issued under section five of the Bank of New Zealand Act, 1913; old ordinary shares of the nominal amount of one million pounds issued prior to the passing of the Bank of New Zealand Act, 1913; and new ordinary shares of the nominal amount of two million pounds authorized to be issued under section five of such last-mentioned Act; making the total authorized capital of the Bank the sum of five million five hundred-thousand pounds: And whereas only part of the said authorized capital has been issued—namely, stock authorized under section three of the Bank of New Zealand Act, 1913, five hundred and twenty-nine thousand nine hundred and eighty-eight pounds ten shillings and sixpence; A preference shares issued under section nine of the Bank of New Zealand Act, 1903, five hundred thousand pounds; B preference shares issued under section five of the Bank of New Zealand Act, 1913, two hundred and fifty thousand pounds; old ordinary shares, one million pounds; new ordinary shares, five hundred thousand pounds; making the total issued capital of the Bank two million seven hundred and seventy-nine thousand nine hundred and eighty-eight pounds ten shillings and sixpence: And whereas the whole of the issued capital of the Bank has been called up, and there is no uncalled liability on the shares which have been issued: And whereas the Reserve Fund of the Bank now amounts to the sum of two million five hundred thousand pounds, and the transfer of portion of such Reserve Fund to Capital Account will not in any way prejudice the Bank’s financial position: And whereas it is desirable that the denomination of all the shares in the Bank’s capital should be altered from six pounds thirteen shillings and fourpence to one pound for the sake of convenience and in order that the ordinary shares may be more suitable for investors of small means: And whereas the A preference shares and B preference shares have certain preferential rights attaching thereto which it is desirable to protect and extend:
Be it therefore enacted by the General Assembly of New Zealand in Parliament assembled, and by the authority of the same, as follows:—
1 Short Title.
This Act may be cited as the Bank of New Zealand Act, 1920.
2 Interpretation
In this Act, if not inconsistent with the context,—
“Bank” means the Bank of New Zealand constituted a body corporate under the New Zealand Bank Act, 1861:
“Deed of settlement” means the deed of settlement of the Bank referred to in the New Zealand Bank Act, 1861, as such deed now stands altered and amended:
“Directors” means the Board of Directors of the Bank:
“Guaranteed stock” means the stock authorized to be issued under section three of the Bank of New Zealand Act, 1913:
“A preference shares” means the shares issued under section nine of the Bank of New Zealand Act, 1903:
“B preference shares” means the preference shares issued under section five of the Bank of New Zealand Act, 1913:
“Old ordinary shares” means the ordinary shares of the Bank issued prior to the passing of the Bank of New Zealand Act, 1913:
“New ordinary shares” means the ordinary shares of the Bank issued under section five of the Bank of New Zealand Act, 1913.
3 No further guaranteed stock to be issued.
No further guaranteed stock shall be issued by the Bank beyond the amount which is now outstanding.
4 Transfer from Reserve Fund to Capital Account.
The Directors shall transfer the sum of one million one hundred and twenty-five thousand pounds from the Bank’s Reserve Fund to its Capital Account.
5 Cancellation of existing capital.
(1.)
The Directors shall cancel the whole of the existing capital of the Bank, except such guaranteed stock as is outstanding at the date of the passing of this Act.
(2.)
Such cancellation shall not relieve any person of any liability for unpaid calls or interest thereon.
6 Date on which cancellation to take effect.
The cancellation provided for in the last preceding section shall take effect as from such date as shall be provided in that behalf in the resolution of the Directors affecting such cancellation.
7 Issue of shares in lieu of cancelled capital.
In lieu of such cancelled capital the Directors shall issue three million three hundred and seventy-five thousand shares of one pound each, credited as fully paid up, and on which there shall be no liability whatever.
8 Classification of shares.
Such new shares shall be divided into classes as follows:—
(a.)
Five hundred thousand shares to be called preference A shares;
(b.)
Six hundred and twenty-five thousand shares to be called preference B shares; and
(c.)
Two million two hundred and fifty thousand shares to be called ordinary shares.
9 Issue of preference A shares.
(1.)
His Majesty the King as the holder of the A preference shares shall be entitled to have issued to His Majesty in lieu thereof the said five hundred thousand preference A shares of one pound each.
(2.)
With respect to the preference A shares the following provisions shall apply:—
(a.)
They shall be issued as on the date fixed by the Directors under section six of this Act, and the scrip certificates therefor shall on that day be delivered to the Minister of Finance in exchange for the scrip certificates for the A preference shares, which shall be surrendered to the Bank and cancelled, and the Minister of Finance may from time to time exercise in the name of His Majesty all His Majesty’s rights and powers as proprietor of the shares:
(b.)
They shall confer no right to vote by post, or to convene, vote at, or otherwise take part in any meeting of the proprietors of the Bank:
(c.)
In respect of capital they shall rank in priority to preference B and ordinary shares:
(d.)
In respect of dividends they shall carry a fixed preferential but non-cumulative dividend of ten pounds per centum per annum as provided by section thirteen hereof:
(e.)
Subject as aforesaid they shall confer the same rights and privileges as ordinary shares.
(3.)
Section ten of the Bank of New Zealand Act, 1903, and section eight of the Bank of New Zealand Act, 1913, are hereby repealed.
10 Issue of preference B shares.
(1.)
His Majesty the King as the holder of the B preference shares shall be entitled to have issued to His Majesty in lieu thereof the said six hundred and twenty-five thousand preference B shares of one pound each.
(2.)
With respect to the preference B shares the following provisions shall apply:—
(a.)
They shall be issued as on the date fixed by the Directors under section six of this Act, and the scrip certificates therefor shall on that day be delivered to the Minister of Finance in exchange for the scrip certificates for the B preference shares, which shall be surrendered to the Bank and cancelled, and the Minister of Finance may from time to time exercise in the name of His Majesty all His Majesty’s rights and powers as proprietor of the shares:
(b.)
The preference B shares shall in respect of capital rank next after the preference A shares, but in priority to all other shares:
(c.)
The preference B shares shall rank for dividend as provided by section thirteen hereof:
(d.)
Whilst held by His Majesty such preference B shares shall confer no right to vote by post, or to convene, vote at, or otherwise take part in any meeting of the proprietors of the Bank:
(e.)
Subject as aforesaid they shall confer the same rights and privileges as ordinary shares.
11 Issue of ordinary shares.
(1.)
The holder of each old ordinary share and new ordinary share of six pounds thirteen shillings and fourpence as at the date of the taking effect of the Directors’ resolution cancelling the said existing capital shall be entitled to have issued to him ten ordinary shares of one pound each of the said two million two hundred and fifty thousand ordinary shares for each such share of six pounds thirteen shillings and fourpence so held by him. The scrip for each such share of six pounds thirteen shillings and fourpence shall be surrendered to the Bank for cancellation, or the loss or destruction thereof proved to the satisfaction of the Directors, before the scrip for the new shares issued in lieu thereof is delivered to the person entitled. If at the date of cancellation there is any money owing for calls or interest in respect of any cancelled shares, such calls and interest, and any interest thereafter accruing in respect of such calls, shall become a first and paramount charge upon the shares issued in lieu of the cancelled shares in respect of which such money was owing, and upon all dividends accruing on the shares so issued, and such charge may be enforced by forfeiture or sale of the shares charged in manner provided by the deed of settlement with respect to shares charged with the debts and engagements of the proprietor. Until such charge is vacated the proprietor of the shares charged shall not be allowed to attend or vote at any meeting of proprietors, or to receive any dividend or exercise any other right or privilege attaching to the shares charged.
(2.)
Subject to the provisions of this Act the ordinary shares shall confer the same rights as the shares in lieu whereof they shall be issued, and the provisions of the deed of settlement relating to transfers and transmission, forfeiture, lien, and otherwise shall apply to such shares.
12 Power to create further capital with consent of Minister of Finance.
(1.)
Notwithstanding anything in the deed of settlement, or any Act or law to the contrary, the Directors are hereby empowered to raise, with the consent of the Minister of Finance, new capital for the Bank to an amount not exceeding two million two hundred and fifty thousand pounds sterling by the creation and issue of a further seven hundred and fifty thousand preference B shares of one pound each, and a further one million five hundred thousand ordinary shares of one pound each, upon all of which there shall be no further liability in any event whatever.
(2.)
Such shares may be created either at one and the same time or at different times, but in no case shall any number of preference B shares be created without the simultaneous creation of twice that number of ordinary shares, nor shall any number of ordinary shares be created without the simultaneous creation of half that number of preference B shares.
(3.)
The preference B shares and ordinary shares created under this section shall rank equally with the preference B shares and ordinary shares respectively created under sections seven and eight of this Act.
(4.)
The preference B shares and ordinary shares created under this section shall be offered for subscription at such times, in such amounts, on such terms and conditions, and at such premiums (if any) as the Directors, with the approval of the Minister of Finance, may prescribe and not otherwise, subject, however, to the following conditions:—
(a.)
Preference B shares and ordinary shares shall be offered for subscription simultaneously in the proportion of one preference B share to two ordinary shares:
(b.)
The terms of issue, premiums (if any), and dates of payment of calls shall be the same for all preference B shares and ordinary shares which are so simultaneously offered for subscription. The whole amount of every share so created, including any premium payable in respect thereof, shall be called up forthwith after the issue thereof, but may be made payable by instalments.
(5.)
When any shares have been so simultaneously offered for subscription His Majesty shall have a first option of purchasing the whole or any of the preference B shares so offered, and this option may be exercised by the Minister of Finance on behalf of His Majesty at any time within the period prescribed in that behalf by the Directors, with the approval of the Minister of Finance, as aforesaid.
(6.)
Subject to the option so conferred upon His Majesty in respect of the preference B shares, the whole of the shares so simultaneously offered for subscription, whether preference B shares or ordinary shares, shall be offered to the holders, other than His Majesty, of any shares in the Bank in proportion as near as may be to the number of shares held by them, and any such holder shall be entitled to purchase the whole or any of the shares so offered to him at any time within the period prescribed in that behalf by the Directors, with the approval of the Minister of Finance, as aforesaid.
(7.)
Subject as aforesaid the shares so offered for subscription may be sold to the general public of New Zealand or elsewhere.
(8.)
If any share so offered for subscription as aforesaid is not subscribed for in accordance with any of the foregoing provisions within the period prescribed in that behalf by the Directors, with the approval of the Minister of Finance, as aforesaid, the offer thereof shall lapse, and the shares shall become available for subsequent issue, at such times and on such conditions as may be determined upon by the Directors, with the approval of the Minister of Finance, without the simultaneous issue of a further proportionate number of preference B shares or of ordinary shares, as the case may be.
(9.)
The Minister of Finance is hereby empowered to purchase on behalf of His Majesty all or any of the preference B shares from time to time offered to His Majesty as aforesaid at a price not greater than one hundred per centum above the nominal value of such shares. The Minister of Finance is hereby empowered to create and issue debentures, inscribed stock, or other securities of the Government of the Dominion for the purpose of raising the moneys necessary to effect such purchase, and all such securities shall be subject to the provisions of the New Zealand Loans Act, 1908, as if issued in pursuance of that Act.
(10.)
Sections five, six, and seven of the Bank of New Zealand Act, 1913, are hereby repealed.
13 Distribution of profits.
(1.)
Notwithstanding anything in the deed of settlement, or any Act or law to the contrary, the profits of the Bank recommended by the Directors for distribution to the shareholders in respect of each year’s operations, commencing with the year ending the thirty-first day of March, nineteen hundred and twenty-one, shall be distributed as follows:—
(a.)
The first fifty thousand pounds shall be paid to His Majesty the King, or other the holder, as a fixed preferential but non-cumulative dividend upon the preference A shares.
(b.)
The residue of such annual profits up to the sum of three hundred and six thousand two hundred and fifty pounds shall be paid to the holders of the preference B shares and ordinary shares in the proportion of one-seventh part thereof to His Majesty the King, or other the holders, of the preference B shares, and six-sevenths part thereof to and amongst the holders of ordinary shares.
(c.)
If the profits in any year so recommended for distribution amount to over three hundred and fifty-six thousand two hundred and fifty pounds the excess shall be distributed to His Majesty the King, or other the holder, of the preference B shares and to the holders of the ordinary shares in the proportion of one-third to His Majesty the King, or other the holder of the preference B shares, and two-thirds to and amongst the holders of ordinary shares.
(2.)
Nothing contained in subsection one of this section shall affect the power of the Directors to pay interim dividends.
(3.)
All dividends payable to His Majesty under this section shall be paid into the Public Account, and shall form part of the Consolidated Fund.
14 Directors’ qualification altered.
From and after the issue of the ordinary shares by this Act authorized to be issued the qualification of a Director elected by the shareholders of the Bank shall be the holding of one thousand of such ordinary shares.
15 Directors’ term of office increased.
(1.)
The ordinary term of office of any Director hereafter appointed by the Governor-General in Council or elected by the proprietors shall be three years, and in every third year there shall be no retirements by effluxion of time, the first year in which there shall be no such retirements being the year nineteen hundred and twenty-three.
(2.)
In computing the length of office in the case of a Director appointed or elected to any casual vacancy there shall be included the period of office of his predecessor or predecessors.
16 Remuneration of Directors increased.
(1.)
The remuneration of the Directors whilst they hold office shall be at the rate of five thousand pounds per year, to be divided amongst them during such year in such shares as are fixed by resolution of the Board of Directors to be passed as early in the year as is practicable.
(2.)
In addition each Director shall be entitled to such travelling-expenses as he is now entitled to receive.
(3.)
This section shall be deemed to have been in operation as from the thirty-first day of March, nineteen hundred and twenty.
17 Limitation of number of votes exercisable by proxy removed.
Notwithstanding anything in the deed of settlement, or any Act or law to the contrary, a person appointed to act as proxy shall be entitled, without any limitation whatever, to exercise by virtue of his proxies as many votes as his appointors might in the aggregate have exercised.
18 Maximum number of shares allowed to be held by one proprietor and maximum number of votes exercisable by one proprietor altered.
From and after the date fixed under the provisions of section six of this Act—
(a.)
The number of shares in the capital of the Bank that may be held by one proprietor, other than the Public Trustee, shall be increased from six thousand to sixty thousand:
(b.)
The number of shares in the capital of the Bank that may be held by the Public Trustee in his corporate capacity shall not be subject to any limit:
(c.)
The maximum number of votes exercisable by one proprietor shall be increased from two hundred to two thousand:
Adjournment of general meetings.
(d.)
The number of votes to be held by proprietors requiring the adjournment of a general meeting shall be increased from thirty to three hundred:
Requisitions for special general meetings.
(e.)
The number of shares to be held by proprietors requisitioning for a special general meeting shall be increased from three thousand to thirty thousand:
Quorum for general meetings.
(f.)
The number of shares requisite to constitute a quorum at a meeting of proprietors shall be increased from one thousand to ten thousand.
19 Extension of powers of Auditor and Assistant Auditor.
(1.)
The Auditor or Assistant Auditor appointed by the Governor-General under section thirteen of the Bank of New Zealand Share Guarantee Act, 1894, and section fifteen of the Bank of New Zealand and Banking Act Amendment Act, 1898, shall, if instructed by the Minister of Finance, upon the request of the Directors, visit and inspect any branch or agency of the Bank in the United Kingdom, and shall report in writing to the Minister of Finance and to the Directors on the result of such visit and inspection, and for the purposes of such inspection the said Auditor shall have the same powers as he possesses respecting the business of the Bank outside the United Kingdom.
Salary of Assistant Auditor.
(2.)
The limitation of one thousand pounds per annum upon the salary or remuneration of such Assistant Auditor imposed by the deed of settlement and section fifteen of the Bank of New Zealand and Banking Act Amendment Act, 1898, is hereby repealed.
(3.)
This section shall not be construed to limit the powers of the Auditor appointed by the High Commissioner in respect of the business of the Bank within the United Kingdom.
20 Transfer of fully paid shares.
The authority required by section sixteen of the Bank of New Zealand and Banking Act Amendment Act, 1898, and by the corresponding provision in the deed of settlement, shall not be necessary in the case of a transfer of shares upon which there is no liability.
21 Deed of settlement amended.
The deed of settlement shall be deemed to be amended in all respects so as to make the same conform to the provisions of this Act.
22 Previous enactments amended.
The enactments mentioned in the Schedule hereto are hereby amended in the manner indicated in that Schedule.
Schedule ENACTMENTS AMENDED
| Title of Enactment. | Nature of Amendment. |
|---|---|
| 1861 (Local and Personal), No. 1—The New Zealand Bank Act, 1861 |
Section 4: By omitting the words Section 6: By omitting the last part thereof commencing with the words Section 13: By adding at the end thereof the words Section 15: By inserting, before the words |
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Versions
Bank of New Zealand Act 1920
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