Borrowing and Investment Powers (Stock, Bonds and Debentures) Regulations 2017

VersionNo. 001

Borrowing and Investment Powers (Stock, Bonds and Debentures) Regulations2017

S.R. No. 95/2017

Version as at
17 September 2017

TABLE OF PROVISIONS

RegulationPage

Part 1—Preliminary

1Objectives

2Authorising provision

3Application

4Commencement

5Revocation

6Definitions

Part 2—Establishment of registry and appointment of registrar

7Establishment of registry and hours of business

8Appointment of registrar

Part 3—Stock

Division 1—Establishment of the stock registerandthe issue and registration orinscriptionof stock

9The stock register

10Entries of the stock register

11Co-ownership of stock

12Inspection of stock register

13Application to purchase stock

14Trusts

15Unincorporated bodies

16Firms or partnerships

17Certificates of registration or inscription

18Specimen signature

19Change of name and address

20Amendment of the stock register

Division 2—Transfer and transmission of stock

21Transfer of stock

22Transmission of stock

23Registration of transmission of stock

24Marked transfers

Division 3—Payment of interest and repaymentofprincipal

25Payment of interest and repayment of principal on stock

Division 4—Other matters

26Transactions before payment of interest or principal

27Minors

Part 4—Bonds and debentures (bearerinstruments)

28Form of bond with coupons

29Form of bond without coupons

30Form of bearer instruments

31Bearer instruments pass by delivery

32Rights of bearer

33Payment of interest and repayment of principal on bearer instruments

34Minors

35The bond register and debenture register

36Entries to the bond register and debenture register

37Inspection of the bond register or debenture register

38Replacement of bearer instruments

39Bearer instruments exchanged for stock

40Exchange of bearer instruments

41Cancellation and discharge etc. of bearer instruments

Part 5—General

42Safe custody of documents

43Verification of signatures

44Other precautions to be taken by registrar

45Person unable to sign

Schedule 1—Forms

═════════════

Endnotes

1General information

2Table of Amendments

3Amendments Not in Operation

4Explanatory details

VersionNo. 001

Borrowing and Investment Powers (Stock, Bonds and Debentures) Regulations2017

S.R. No. 95/2017

Version as at
17 September 2017

Part 1—Preliminary

Borrowing and Investment Powers (Stock, Bonds and Debentures) Regulations2017

S.R. No. 95/2017

Part 1—Preliminary

1Objectives

The objectives of these Regulations are—

(a)to provide for the form of bonds; and

(b)to provide for the issue of stock, bonds and debentures; and

(c)to set out the rights attached to stock, bonds and debentures; and

(d)to provide for the appointment of a registrar and the keeping of registers in Australia for stock, bonds and debentures; and

(e)to provide for the transfer and transmission of stock, bonds and debentures to be issued in Australia by the Treasury Corporation of Victoria under the Act.

2Authorising provision

These Regulations are made under section 18 ofthe Borrowing and Investment Powers Act1987.

3Application

These Regulations apply to stock, bonds and debentures issued in Australia by the Treasury Corporation of Victoria under Part 2 of the Act.

4Commencement

These Regulations come into operation on 17September 2017.

5Revocation

The Borrowing and Investment Powers (Stock, Bonds and Debentures) Regulations 2007[1] are revoked.

6Definitions

In these Regulations—

bearer instrument means a bond or debenture issued by the Treasury Corporation of Victoria with or without interest coupons attached;

bond register means the register of bonds kept under regulation 35;

certificate of inscriptionincludes a letter of allotment;

computermeans any electronic device for storing or processing information;

debenturemeans a bearer instrument that is a debenture created or issued by the Treasury Corporation of Victoria;

debenture register means the register of debentures kept under regulation35;

ownerincludes a joint owner;

registrar means the person appointed under regulation 8;

registry means the registry established under regulation 7;

stock means registered debenture stock or inscribed stock;

stock register means the register of stock kept under regulation 9;

the Act means the Borrowing and Investment Powers Act 1987;

Treasury Corporation of Victoria means theTreasury Corporation of Victoria established under section 5 of the TreasuryCorporation of Victoria Act1992.

Part 2—Establishment of registry and appointment of registrar

7Establishment of registry and hours of business

(1)The Treasury Corporation of Victoria must—

(a)establish a registry; and

(b)maintain the bond register, debenture registerand stock register at the registry inaccordance with these Regulations.

(2)The registry must be open for business on each day that is a business day for the Treasury Corporation of Victoria during at least the following hours—

(a)10 a.m. to 12 p.m.; and

(b)2 p.m. to 4 p.m.

8Appointment of registrar

The Treasury Corporation of Victoria must appoint a registrar of the registry.

Part 3—Stock

Division 1—Establishment of the stock registerandthe issue and registration orinscriptionof stock

9The stock register

The Treasury Corporation of Victoria must establish and maintain a register of stock at theregistry.

10Entries of the stock register

(1)The registrar must ensure that the following details are entered into the stock register in relation to all stock issued by the Treasury Corporation of Victoria—

(a)the name of each owner of the stock; and

(b)an address to which certificates, receipts, other documents and money relating to the stock are to be forwarded.

(2)The registrar may keep the stock register in book form, in the form of a paper or card record or by computer.

(3)If the registrar keeps the stock register by computer—

(a)the recording or storing of any information in the computer is to be taken to be the entry of that information in the stock register; and

(b)any material subsequently derived from information recorded or stored in that way isto be taken to be an extract from the stockregister.

11Co-ownership of stock

In the case of joint purchasers of stock, the names of not more than 4 of those purchasers may be registered or inscribed as the joint owners.

12Inspection of stock register

(1)At any time the registry is open an owner of stock may inspect the owner's account of stock in the stock register upon written request to the registrar.

(2)An owner may obtain from the registry copies or extracts of the owner's account of stock certified by the registrar to be true copies of or extracts from the register.

13Application to purchase stock

(1)An application to subscribe for or purchase stock must be made in writing.

(2)In the case of an application by a joint account, the application must contain the names of the proposed owners in the order in which they are toappear in the stock register.

(3)Upon receipt and acceptance of the application and receipt of the purchase money, the registrar must—

(a)inscribe or register in the stock register the full name of each owner of stock and the address to which certificates, receipts, other documents and money related to the stock are to be forwarded; and

(b)issue a certificate of inscription or a certificate of registration.

14Trusts

(1)Stock may be registered or inscribed in the name of a trustee in the capacity as trustee of a specified trust or trustee without specifying a trust.

(2)Whether or not stock, or any part of that stock, is registered or inscribed in the name of a trustee, the registrar—

(a)is not affected by notice of any trust; and

(b)is not required to make any inquiries concerning—

(i)any trust; or

(ii)the propriety of anything done in relation to stock or any part of that stock that is registered or inscribed inthe name of a trustee.

(3)The registrar must only deal with the person registered or inscribed as owner of the stock andmust not take notice of any trust or other beneficial interest that may be claimed by any other person.

15Unincorporated bodies

(1)Stock may be registered or inscribed in the name of an unincorporated body that—

(a)has a name; and

(b)has a written constitution or rules of association.

(2)Before stock is registered or inscribed in the name of an unincorporated body, the body must give the registrar—

(a)a copy of the body's constitution or rules of association; and

(b)the names and addresses of its officers who have been appointed in accordance with the constitution or rules of association; and

(c)the specimen signatures of those officers.

(3)The body must notify the registrar of any change in the matters referred to in subregulation (2) as soon as possible following the change.

16Firms or partnerships

Stock must not be registered or inscribed in thename of a firm or a partnership but may be registered or inscribed in the names of individual partners.

17Certificates of registration or inscription

(1)If a certificate of registration or inscription is stolen, lost, destroyed or defaced, the registrar may issue a replacement certificate of registration or inscription on receipt of a written request from the owner.

(2)The owner of the inscribed stock may dispose of the stock without the certificate of inscription.

(3)An owner of registered debenture stock cannot dispose of the stock without the certificate of registration for that stock.

(4)The registrar must keep a record of each replacement certificate issued for registered debenture stock.

18Specimen signature

A natural person whose name is registered or inscribed, or is proposed to be registered or inscribed, in relation to stock must lodge at the registry a specimen of the person's signature.

19Change of name and address

If the name or address of an owner of stock changes, the registrar must alter the name or address in the stock register on lodgement by theowner of notice and satisfactory evidence ofthe change.

20Amendment of the stock register

If the registrar is satisfied that stock has beenincorrectly registered or inscribed in thestock register as the result of a mistake inanydocument, the registrar must amend thestock register to correct the inscription orregistration.

Division 2—Transfer and transmission of stock

21Transfer of stock

(1)Stock that is registered or inscribed in the stock register may be transferred if—

(a)the transferor and transferee of the stock lodge at the registry an instrument of transferand acceptance signed by the transferor and transferee; and

(b)in the case of the transfer of registered debenture stock, that instrument is accompanied by the certificate of registrationfor the stock.

(2)On receipt of an instrument of transfer and acceptance in accordance with subregulation (1), the registrar must register the instrument by takingthe following actions—

(a)cancelling the registration or inscription of the stock in the stock register in the name of the transferor and, in the case of registered debenture stock, cancelling the certificate of registration;

(b)registering or inscribing the stock in the stock register in the name of the transferee;

(c)issuing to the transferee a certificate of inscription or, in the case of registered debenture stock, a certificate of registration.

(3)A person is not entitled to transfer stock worth less than $100 unless that stock is the remaining balance standing to that person's credit in the stock register.

22Transmission of stock

(1)A person to whom any stock is to be transmitted because of the death or bankruptcy, insolvency orliquidation of the owner of that stock or by any lawful means (other than by a transfer under this Division) may apply in writing to the registrar to be registered or inscribed as the owner of the stock.

(2)A witness must attest the signature of the applicant.

(3)An application for transmission must be accompanied by—

(a) in the case of a transmission because of death—

(i)the probate of the will or the letters ofadministration or other instrument authorising the applicant to administer the estate of the owner; or

(ii)in the case of a transmission to a survivor of a joint owner, a certificate of death relating to the owner; and

(b)in the case of a transmission because of bankruptcy or insolvency, an office copy of the adjudication or order of sequestration; and

(c)in the case of a transmission because of liquidation, an office copy of the winding uporder; and

(d)in the case of a transmission of registered debenture stock, the certificate of registration.

23Registration of transmission of stock

(1)The registrar must register a transmission ofstockunder regulation 22 by taking the following actions—

(a)entering a record of the transmission in thestock register;

(b)registering or inscribing the name of theperson to whom the stock has been transmitted in the stock register as the ownerof the stock.

(2)After registering a transmission of stock, the registrar must—

(a)in the case of inscribed stock, issue acertificate of inscription to the new owner;or

(b)in the case of registered debenture stock—

(i)cancel the original certificate of registration; and

(ii)issue a certificate of registration to thenew owner.

24Marked transfers

(1)If registration of stock is pending, the registrar may mark a transfer of that stock with words tothe effect that the stock is held against the transfer for the period specified in the marking.

(2)If a transfer is marked under subregulation (1), the registrar may refuse to give effect to any dealing in the stock during the period specified in the marking except in accordance with the marked transfer.

Division 3—Payment of interest and repaymentofprincipal

25Payment of interest and repayment of principal on stock

(1)Subject to subregulation (2), payment of interest on stock and repayment of the principal sum must be made by a credit to an account in the name of the owner at a bank or other financial institution unless otherwise requested by the owner.

(2)If the registrar is requested by the owner in writing or, in the case of a joint holding, by alltheholders in writing—

(a)cheques may be made payable and transmitted by post to the person specifiedinthe request; or

(b)money may be credited to an account at abank or other financial institution.

(3)Principal on registered debenture stock may onlybe repaid upon surrender of the certificate ofregistration to the registrar.

Division 4—Other matters

26Transactions before payment of interest or principal

A transaction relating to stock must not be registered or dealt with—

(a)within 14 days immediately before the day on which interest is due; or

(b)within one month before the date of maturity of the stock.

27Minors

(1)Stocks may not be allotted or transferred to a minor unless the minor's parent or guardian has given prior written consent to the allotment or transfer.

(2)Payments on stock inscribed in the name of a minor jointly with the names of persons who arenot minors may be made—

(a)as directed by those persons who are not minors; and

(b)without the concurrence of the minor upon sufficient proof of the minority being lodged with the registrar.

(3)Payments on inscribed stock and debenture stock inscribed or registered only in the name of a minor otherwise than in a joint account may be made to a parent or guardian of the minor and the receipt of the parent or guardian is a valid discharge.

(4)In this regulation—

minormeans a person who is under the age of 14years.

Part 4—Bonds and debentures (bearerinstruments)

28Form of bond with coupons

A bond with coupons attached issued by the Treasury Corporation of Victoria must be in Form1 as set out in the Schedule.

29Form of bond without coupons

A bond without coupons attached issued by theTreasury Corporation of Victoria must beinForm2 as set out in the Schedule.

30Form of bearer instruments

(1)Bearer instruments, either with or without coupons, must—

(a)be prepared on watermarked paper; and

(b)bear—

(i)the signature of 2 officers of the Treasury Corporation of Victoria (whether personally or by facsimile, stamp or other process); or

(ii)the common seal of the Treasury Corporation of Victoria (or a facsimileor replica of the seal);
and

(c)be numbered consecutively in each denomination.

(2)A bearer instrument must specify—

(a)the principal sum secured; and

(b)unless interest coupons are attached, the rateat which interest is payable; and

(c)the date when and the place where principal is repayable and, unless interest coupons are attached, the dates when and place where interest is payable.

(3)In the case of a bearer instrument issued with interest coupons attached, the amount of interest and the date and place of payment required upon surrender of the coupon must be specified on each coupon.

31Bearer instruments pass by delivery

A bearer instrument and, if the bearer instrument is issued with interest coupons attached, an interest coupon after being detached passes by delivery and without any words of assignment or endorsement.

32Rights of bearer

The bearer of a bearer instrument or detached interest coupon has the same rights as a bearer who is expressly named as the payee in the instrument or detached interest coupon.

33Payment of interest and repayment of principal on bearer instruments

(1)Interest on bearer instruments issued with interest coupons attached is only payable to—

(a)the bearer of the coupons representing that interest; and

(b)upon the surrender of the coupons at the place where interest is payable.

(2)Interest on bearer instruments without interest coupons attached is payable to the bearer of thebearer instruments upon presentation of the bearerinstruments at the place where principal ispayable.

(3)Principal on bearer instruments is only payable upon surrender of the bearer instruments at the place where principal is payable.

34Minors

(1)An issue of bearer instruments must not be made to a person who is known to the registrar to be under the age of 18 years.

(2)The registrar is not bound to inquire as to the ageof a person to whom bearer instruments are issued.

35The bond register and debenture register

The Treasury Corporation of Victoria must establish and maintain a register of bonds and aregister of debentures.

36Entries to the bond register and debenture register

(1)The Treasury Corporation of Victoria, within a reasonable time after the date of issue of any bond or debenture, must cause an entry to be made in the appropriate register specifying the number, due date and amount of the bond or debenture.

(2)The registrar may keep the bond register and the debenture register in book form, in the form of a paper or card record or by computer.

(3)If the registrar keeps the bond register or debenture register by computer—

(a)the recording or storing of any information inthe computer is to be taken to be the entry of that information in the bond register or debenture register, as the case may be; and

(b)any material subsequently derived from information recorded or stored in that way isto be taken to be an extract from the bondregister or debenture register, as the case may be.

37Inspection of the bond register or debenture register

(1)The bond register and debenture register may beinspected at any time the registry is open for business by any person.

(2)A person may obtain from the bond register or debenture register copies or extracts certified by the registrar or an authorised officer to be true copies of or extracts from that register.

38Replacement of bearer instruments

(1)If a bearer instrument is lost, stolen, destroyed ordefaced, the Treasury Corporation of Victoria may issue a replacement bearer instrument to the owner on receiving a written application for the issue of a replacement accompanied by—

(a)a declaration stating that the certificate or document has been lost, stolen, destroyed ordefaced and has not been pledged, sold orotherwise disposed of and, if lost, that appropriate searches have been made; and

(b)in the case of a defaced bearer instrument, the bearer instrument; and

(c)in the case of a lost bearer instrument, a written undertaking that if the owner finds orreceives the instrument, the owner will return it to the Treasury Corporation of Victoria; and

(d)an indemnity against payment of the original bearer instrument and interest; and

(e)payment of the expenses incurred by the Treasury Corporation of Victoria in issuing the replacement bearer instrument.

(2)A replacement bearer instrument must have thesame currency and be subject to the same provisions and bear the same principal sum and rate of interest as the original bearer instrument.