Gambling Regulation (Amendment) Act 2004

Victorian Legislation Parliamentary Documents i Gambling Regulation (Amendment) Act 2004 Act No. 54/2004 TABLE OF PROVISIONS Section Page 1. Purpose 1 2. Commencement 2 3. Principal Act 2 4. New Part inserted in Chapter 12 2 PART 3—TATTERSALL'S 2 12.3.1 Definition 2 12.3.2 Transfer of Trustees' gaming operator's licence 3 12.3.3 Transfer of Trustees' public lottery licence 5 5. New Divisions 3A and 3B inserted in Part 4 of Chapter 3 8 Division 3A—Regulation of Shareholding Interests of Gaming Operator 8 3.4.37A Definitions 8 3.4.37B Application of Division 11 3.4.37C Prohibited shareholding interest 11 3.4.37D Power to require information relating to entitlement to shares in licensee 13 3.4.37E Disposal, forfeiture etc. of shares where prohibited shareholding interest 15 3.4.37F Voting rights in respect of certain shares 18 3.4.37G Annulment of certain resolutions of the licensee 20 3.4.37H Making, review and revocation of declarations by Minister 21 3.4.37I Appeal against declarations of Minister 22 3.4.37J Sale of forfeited shares 23 Division 3B—Further Licensing Restrictions and Requirements 24 3.4.37K Definitions 24 3.4.37L Restrictions on directors of licensee or operator 25 3.4.37M Licensee and others not to be associated with certain activities 25 3.4.37N Change in situation of licensee or operator 27 6. Audit of gaming operator 29 7. Audit of public lottery licensee 29 8. Club Keno participants 29 -- 1 of 36 -- Victorian Legislation Parliamentary Documents Section Page ii 9. Reporting and auditing of participants 30 10. Supreme Court—limitation of jurisdiction 30 11. Transitional provisions 31 12.1 Definition 31 12.2 Club keno 31 12.3 Compliance requirements 31 12.4 Audit requirements 32 12. Consequential amendments 33 13. Expiry of Act 33 ═══════════════ ENDNOTES 34 -- 2 of 36 -- Victorian Legislation Parliamentary Documents 1 Gambling Regulation (Amendment) Act 2004 † [Assented to 21 September 2004] The Parliament of Victoria enacts as follows: 1. Purpose The purpose of this Act is— (a) to enable the transfer to Tattersall's Limited ACN 108 686 040 of the gaming operator's licence and the public lottery licence held by the trustees of the will and estate of the late George Adams; and (b) to provide for that company to be authorised to conduct and promote club keno games in lieu of those trustees; and Victoria No. 54 of 2004 -- 3 of 36 -- Victorian Legislation Parliamentary Documents Act No. 54/2004 Gambling Regulation (Amendment) Act 2004 2 (c) to regulate shareholding interests in that company; and (d) to make provision as to the financial recording and reporting requirements of that company. 2. Commencement (1) Sections 1, 3, 13 and this section come into operation on the day after the day on which this Act receives the Royal Assent. (2) The remaining provisions of this Act come into operation on a day or days to be proclaimed. 3. Principal Act In this Act, the Gambling Regulation Act 2003 is called the Principal Act. 4. New Part inserted in Chapter 12 After Part 2 of Chapter 12 of the Principal Act insert— 'PART 3—TATTERSALL'S 12.3.1 Definition In this Part— "Tattersall's" means Tattersall's Limited ACN 108 686 040. s. 2 See: Act No. 114/2003 and amending Act Nos. 10/2004, 16/2004, 33/2004 and 45/2004. LawToday: www.dms. dpc.vic. gov.au -- 4 of 36 -- Victorian Legislation Parliamentary Documents Act No. 54/2004 Gambling Regulation (Amendment) Act 2004 3 12.3.2 Transfer of Trustees' gaming operator's licence (1) Despite section 3.4.35, the Trustees may apply to the Minister for approval to transfer to Tattersall's the gaming operator's licence held by the Trustees. (2) The Minister must refer the application to the Commission for its advice as to whether the application should be granted. (3) Section 3.4.31 (except sub-section (5)) and Division 1 of Part 4 of Chapter 10 apply to an application referred to the Commission under sub-section (2) as if it were an application made to it by Tattersall's for the grant of a gaming operator's licence and the Commission, in determining its advice, must deal with the matter accordingly. (4) The Commission must notify the Minister in writing of its advice and the reasons for that advice. (5) The Minister must determine an application by either granting or refusing the application and must notify the Trustees in writing of his or her decision. (6) The Minister may only grant an application if the advice of the Commission is that it should be granted. (7) An application may be granted subject to any conditions that the Minister thinks fit. (8) If the Minister grants the application, the Trustees may at any time transfer to Tattersall's the gaming operator's licence held by them. s. 4 -- 5 of 36 -- Victorian Legislation Parliamentary Documents Act No. 54/2004 Gambling Regulation (Amendment) Act 2004 4 (9) If, in accordance with this section, the Trustees transfer to Tattersall's the gaming operator's licence held by them— (a) the licence continues in force for the balance of its term unless sooner cancelled under section 3.4.37; (b) the licence is subject to the same conditions as those to which it was subject immediately before the transfer and, under section 3.4.35, is not transferable to any other person; (c) Tattersall's has all the rights, liabilities and obligations under the licence and Chapter 3 and, to the extent that they relate to the gaming operator's licence, the regulations that the Trustees had immediately before the transfer; (d) for the purposes of the formula in section 3.4.33(3) any reference in the definition of "B" to the former licensee includes, in relation to Tattersall's , a reference to the Trustees; (e) without limiting paragraph (c), Parts 6 and 7 of Chapter 3 apply in relation to Tattersall's as if it and the Trustees were the one gaming operator for the whole of any financial year in the course of which the transfer took effect and any relevant part of the preceding or current financial year; (f) Tattersall's must continue to keep and retain any records or other documents that the Trustees were required to keep and retain under sections 3.7.4 and 3.7.5 before the transfer; s. 4 -- 6 of 36 -- Victorian Legislation Parliamentary Documents Act No. 54/2004 Gambling Regulation (Amendment) Act 2004 5 (g) despite anything to the contrary in section 3.9.1, a declaration under that section of a wholly-owned subsidiary of the Trustees as the declared operator of the licence continues to have effect if the declared operator is, on and after the transfer, a wholly-owned subsidiary of Tattersall's. (10) The Trustees must immediately notify the Minister in writing of the transfer to Tattersall's of the gaming operator's licence in accordance with this section and of the date of the transfer. (11) A notification under sub-section (10) must be accompanied by a copy of the transfer instrument or by another document evidencing the transfer. 12.3.3 Transfer of Trustees' public lottery licence (1) Despite section 5.3.10, the Trustees may apply to the Minister for approval to transfer to Tattersall's the public lottery licence held by the Trustees. (2) The Minister must refer the application to the Commission for its advice as to whether the application should be granted. (3) Section 5.3.4 (except sub-section (2)) and Division 1 of Part 4 of Chapter 10 apply to an application referred to the Commission under sub-section (2) as if it were an application made to it by Tattersall's for the grant of a public lottery licence and the Commission, in determining its advice, must deal with the matter accordingly. (4) The Commission must notify the Minister in writing of its advice and the reasons for that advice. s. 4 -- 7 of 36 -- Victorian Legislation Parliamentary Documents Act No. 54/2004 Gambling Regulation (Amendment) Act 2004 6 (5) The Minister must determine an application by either granting or refusing the application and must notify the Trustees in writing of his or her decision. (6) The Minister may only grant an application if the advice of the Commission is that it should be granted. (7) An application may be granted subject to any conditions that the Minister thinks fit. (8) If the Minister grants the application, the Trustees may at any time transfer to Tattersall's the public lottery licence held by them. (9) If, in accordance with this section, the Trustees transfer to Tattersall's the public lottery licence held by them— (a) the licence continues in force for the balance of its term, unless sooner surrendered or cancelled in accordance with this Act or extended under section 5.3.8; (b) any lottery rules in force under Division 2 of Part 2 of Chapter 5 in respect of each public lottery authorised by the licence immediately before the transfer continue in force on and after the transfer in respect of each public lottery authorised by the licence as if they had been made by Tattersall's under section 5.2.2; (c) the licence is subject to the same conditions as those to which it was subject immediately before the transfer and, under section 5.3.10, is not transferable to any other person; s. 4 -- 8 of 36 -- Victorian Legislation Parliamentary Documents Act No. 54/2004 Gambling Regulation (Amendment) Act 2004 7 (d) without limiting paragraph (e), Part 4 of Chapter 5 applies in relation to Tattersall's as if it and the Trustees were the one public lottery licensee for the whole of any financial year in the course of which the transfer took effect and any relevant part of the preceding or current financial year; (e) Tattersall's has all the rights, liabilities and obligations— (i) under the licence and Chapter 5 and, to the extent that they relate to the licence, the regulations; and (ii) in relation to each public lottery conducted under the licence— that the Trustees had immediately before the transfer; (f) Tattersall's must continue to keep and retain any accounts or records that the Trustees were required to keep under section 5.5.1 before the transfer and, if required under section 5.6.4, produce them to the Commission or an inspector; (g) despite anything to the contrary in section 5.3.14, an appointment under that section of a wholly-owned subsidiary of the Trustees to conduct public lotteries under the licence continues to have effect if the appointed company is, on and after the transfer, a wholly-owned subsidiary of Tattersall's. s. 4 -- 9 of 36 -- Victorian Legislation Parliamentary Documents Act No. 54/2004 Gambling Regulation (Amendment) Act 2004 8 (10) The Trustees must immediately notify the Minister in writing of the transfer to Tattersall's of the public lottery licence in accordance with this section and of the effective date of the transfer. (11) A notification under sub-section (10) must be accompanied by a copy of the transfer instrument or by another document evidencing the transfer.'. 5. New Divisions 3A and 3B inserted in Part 4 of Chapter 3 After Division 3 of Part 4 of Chapter 3 of the Principal Act insert— 'Division 3A—Regulation of Shareholding Interests of Gaming Operator 3.4.37A Definitions (1) In this Division— "licensee" means the holder of a gaming operator's licence; "officer", in relation to the licensee, has the same meaning as in section 9 of the Corporations Act; "Tattersall's" means Tattersall's Limited ACN 108 686 040; "voting share" in relation to the licensee, has the same meaning as in section 9 of the Corporations Act. s. 5 -- 10 of 36 -- Victorian Legislation Parliamentary Documents Act No. 54/2004 Gambling Regulation (Amendment) Act 2004 9 (2) For the purposes of this Division, a person is an associate of another— (a) if the person would be an associate of the other as provided in Division 2 of Part 1.2 of the Corporations Act if sections 12(1)(a), 12(3), 13, 16(2) and 17 of that Act were repealed; or (b) if the Minister— (i) is of the opinion that the person and the other are likely to act in concert with a view to taking control of, or exercising significant influence over, the licensee against the public interest; and (ii) by notice in writing served on the licensee, declares that the person is an associate of the other. (3) Where notice of a declaration under sub- section (2)(b) is served on the licensee, the Minister must, at the same time or as soon as practicable thereafter, cause written notice of the declaration to be served on the persons to whom the declaration relates. (4) For the purposes of this Division, a person has a relevant interest in a share if, and only if, the person would be taken to have a relevant interest in the share because of sections 608 and 609 of the Corporations Act. (5) For the purposes of this Division, the voting power a person, being the licensee or any other person, has in the licensee is the person's voting power determined in accordance with section 610 of the Corporations Act as if a reference in that s. 5 -- 11 of 36 -- Victorian Legislation Parliamentary Documents Act No. 54/2004 Gambling Regulation (Amendment) Act 2004 10 section of that Act to a relevant interest were a reference to a relevant interest to which sub-section (4) applies. (6) A reference in this Division to the Corporations Act is a reference to that Act as it would apply if references in that Act 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 Act or any other law; and (b) any unincorporated body, being a society, association, company of proprietors or other body, wherever formed, 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 society, association or body, or in the name of any trustee or trustees; and (c) any unincorporated body, being a society, association, company of proprietors or other body or undertaking 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 Act. (7) The regulations may provide that relevant interests, or particular classes of relevant interests, in shares, or in particular classes of shares, are, in such circumstances and subject to such conditions (if any) as are specified in the regulations, to be disregarded s. 5 -- 12 of 36 -- Victorian Legislation Parliamentary Documents Act No. 54/2004 Gambling Regulation (Amendment) Act 2004 11 for such purposes as are specified in the regulations. (8) If a whole or a portion of the share capital of the licensee consists of stock, a reference in this Part to a number of shares in the licensee as a percentage is, in relation to an amount of stock, a reference to the amount of stock that represents that number of shares. 3.4.37B Application of Division (1) This Division applies in relation to the licensee only so long as the licensee holds the gaming operator's licence. (2) This Division applies in relation to any transaction, agreement, arrangement, understanding or undertaking— (a) whether the transaction, agreement, arrangement, understanding or undertaking is entered into, or made, in this State or elsewhere; and (b) whether the shares (if any) to which the transaction, agreement, arrangement, understanding or undertaking relates are registered in this State or elsewhere; and (c) whether the proper law of the transaction, agreement, arrangement, understanding or undertaking is the law of this State or not. 3.4.37C Prohibited shareholding interest (1) A person has a prohibited shareholding interest in the licensee if the person has a voting power of more than 10% in the licensee. s. 5 -- 13 of 36 -- Victorian Legislation Parliamentary Documents Act No. 54/2004 Gambling Regulation (Amendment) Act 2004 12 (2) For the purposes of this Division, the licensee or a subsidiary of the licensee cannot have a prohibited shareholding interest in the licensee. (3) It is unlawful for a person to have a prohibited shareholding interest in the licensee. (4) Despite anything to the contrary in sub- section (1), a person does not have a prohibited shareholding interest in Tattersall's by reason of having a voting power of more than 10% in Tattersall's if— (a) a higher percentage of voting power accrued to that person immediately on the transfer of the gaming operator's licence to Tattersall's in accordance with section 12.3.2 and was proportionate to the interest of that person as a beneficiary in the estate of the late George Adams immediately before the transfer; and (b) the person does not have a voting power in Tattersall's of a higher percentage than the person had immediately on the transfer. (5) Despite anything to the contrary in sub- section (1), a trustee of the will and estate of the late George Adams does not have a prohibited shareholding interest in Tattersall's by reason of having a voting power of more than 10% in Tattersall's at any time during the period of 7 days after the transfer of the gaming operator's licence to Tattersall's in accordance with section 12.3.2 or any longer period specified by the Minister in writing to the trustee during that period of 7 days. s. 5 -- 14 of 36 -- Victorian Legislation Parliamentary Documents Act No. 54/2004 Gambling Regulation (Amendment) Act 2004 13 (6) Despite anything to the contrary in sub- section (1), Tattersall's SPV Limited ACN 110 477 471 does not have a prohibited shareholding interest in Tattersall's by reason of having a voting power of more than 10% in Tattersall's at any time during the period of 90 days after the transfer of the gaming operator's licence to Tattersall's in accordance with section 12.3.2 or any longer period specified by the Minister in writing to that company during that period of 90 days. 3.4.37D Power to require information relating to entitlement to shares in licensee (1) The Minister, or a director or the secretary of the licensee, may, by notice in writing served on a person who has, or is suspected by the Minister, director or secretary (as the case may be) of having, a relevant interest in shares in the licensee, require the person to furnish information specified in the notice for the purpose of determining whether that person or any other person has, or is taking action to acquire, a prohibited shareholding interest in the licensee. (2) Without limiting sub-section (1), the Minister may, by notice in writing served on a person who claims not to have a prohibited shareholding interest in Tattersall's because of section 3.4.37C(4), require the person to furnish information specified in the notice for the purpose of determining the extent of the interest of that person as a beneficiary in the estate of the late George Adams and the percentage of voting power that accrued to that person immediately on the transfer of the gaming operator's licence to Tattersall's in accordance with section 12.3.2. s. 5 -- 15 of 36 -- Victorian Legislation Parliamentary Documents Act No. 54/2004 Gambling Regulation (Amendment) Act 2004 14 (3) A notice under sub-section (1) or (2) may require the person on whom the notice is served, or, if that person is a corporation, 2 directors of the corporation, to verify by statutory declaration any information furnished in compliance with the notice. (4) If— (a) a person on whom a notice under sub- section (1) or (2) has been served fails to furnish, within the time allowed in the notice, the information required by the notice, verified as required by the notice; or (b) information furnished by the person in response to the notice is, in the opinion of the Minister, by reason of anything included in it or omitted from it, false or misleading in a material particular— the Minister may, by reason only of that fact, by notice in writing served on the licensee, do one or more of the following— (c) declare that the person is an associate of another, or that another is an associate of that person; (d) declare that the person, or another to whom a declaration under paragraph (c) relates, has a relevant interest in specified shares in the licensee; (e) declare that the voting rights attaching to the shares to which a declaration under paragraph (d) relates are suspended; (f) declare that the person, or another to whom a declaration under paragraph (c) relates, has a prohibited shareholding interest in the licensee. s. 5 -- 16 of 36 -- Victorian Legislation Parliamentary Documents Act No. 54/2004 Gambling Regulation (Amendment) Act 2004 15 (5) If notice of a declaration under sub-section (4) is served on the licensee, the Minister must, at the same time or as soon as practicable thereafter, cause written notice of the declaration to be served— (a) on the person to whom the declaration relates; and (b) in the case of a declaration under paragraph (e) of that sub-section—on the holder of the shares to which the declaration relates. (6) Sub-section (4)(e) is declared to be a Corporations legislation displacement provision for the purposes of section 5G of the Corporations Act in relation to the provisions of Part 2G.2 of that Act. Note: Section 5G of the Corporations Act provides that if a State law declares a provision of State law to be a Corporations legislation displacement provision for the purposes of that section, any provision of the Corporations legislation with which the State provision would otherwise be inconsistent does not operate to the extent necessary to avoid the inconsistency. 3.4.37E Disposal, forfeiture etc. of shares where prohibited shareholding interest (1) If the Minister— (a) makes a declaration under section 3.4.37D(4); or (b) forms the opinion and, by notice in writing served on the licensee, declares under this sub-section— that a person ("the offender") has a prohibited shareholding interest in the licensee, the Minister may, by notice in writing served— s. 5 -- 17 of 36 -- Victorian Legislation Parliamentary Documents Act No. 54/2004 Gambling Regulation (Amendment) Act 2004 16 (c) if the offender holds voting shares in the licensee in which the offender has a relevant interest—on the offender; or (d) on any other person who holds voting shares in the licensee in which the offender has a relevant interest— declare that the offender or that other person must dispose of the relevant number of those shares, or a specified number of those shares not exceeding the relevant number, otherwise than to an associate of the offender within a period specified in the notice, being not less than 3 months after service of the notice. (2) For the purposes of sub-section (1), the relevant number of shares that a person may be required by a notice under that sub- section to dispose of otherwise than to an associate of the offender is— (a) subject to paragraph (b), the number of shares held by the person that would need to be so disposed of in order to cause the offender to cease to have a prohibited shareholding interest in the licensee; or (b) if, after all the shares in the licensee held by the person to which the offender is entitled were so disposed of, the offender would continue to have a prohibited shareholding interest in the licensee—the total number of those shares. s. 5 -- 18 of 36 -- Victorian Legislation Parliamentary Documents Act No. 54/2004 Gambling Regulation (Amendment) Act 2004 17 (3) For the purposes of this section, a person is not to be taken to have disposed of shares in the licensee in which an offender has a relevant interest unless and until the person ceases to hold the shares and the offender ceases to have a relevant interest in them. (4) If a person served with a notice of a declaration under sub-section (1) requiring the person to dispose of shares in the licensee fails to comply with the notice within the period specified in the notice, the shares to which the notice relates are, by force of this sub-section, forfeited to the State. (5) If a transaction is entered into with respect to any shares in the licensee and— (a) a person who did not, before the transaction is entered into, have a prohibited shareholding interest in the licensee would, but for this sub-section, have such an interest after the transaction; or (b) a person who, before the transaction is entered into, had a prohibited shareholding interest in the licensee would, after the transaction (but for this sub-section) have a relevant interest in a greater number of voting shares in the licensee than the person had immediately before the transaction— the transaction is illegal and void. (6) If voting shares in the licensee have been transferred as a result of a transaction that is illegal and void by virtue of sub-section (5), the Minister may, by notice in writing served s. 5 -- 19 of 36 -- Victorian Legislation Parliamentary Documents Act No. 54/2004 Gambling Regulation (Amendment) Act 2004 18 on the transferee, declare that the shares are forfeited to the State. (7) The Minister must cause written notice of— (a) a declaration under sub-section (1) requiring a person to dispose of shares in the licensee; or (b) a declaration under sub-section (6) that shares in the licensee are forfeited to the State— to be served on the licensee. (8) A director or the secretary of the licensee may, before a transfer of shares in the licensee is registered, require the transferee, or, if the transferee is a corporation, 2 directors of the transferee corporation, to make a statutory declaration to the effect that the transaction to which the transfer relates was not a transaction to which sub-section (5) applies. (9) If a requirement under sub-section (8) is not complied with, the licensee may refuse to register the transfer in relation to which the requirement was made. 3.4.37F Voting rights in respect of certain shares (1) This section applies to all voting shares in the licensee in which any person who has a prohibited shareholding interest in the licensee has a relevant interest. (2) The aggregate voting rights to be attached to the shares to which this section applies are, in lieu of the voting rights that would, but for this sub-section, be so attached, the voting rights ("the relevant voting rights") that would be so attached if those shares s. 5 -- 20 of 36 -- Victorian Legislation Parliamentary Documents Act No. 54/2004 Gambling Regulation (Amendment) Act 2004 19 constituted 10% of the total number of voting shares in the licensee. (3) Each person who holds any of the shares to which this section applies is entitled to such proportion of the relevant voting rights (if any) as the number of those shares held by the person bears to the total number of those shares. (4) If written notice is served on the licensee of a declaration of the Minister under this Division— (a) that a person is an associate of another; or (b) that a person has a prohibited shareholding interest in shares in the licensee— the declaration is binding and has effect for the purposes of the application of this section in relation to any general meeting of the licensee held after receipt by the licensee of the notice. (5) The provisions of sub-sections (1), (2), (3) and (4) are declared to be Corporations legislation displacement provisions for the purposes of section 5G of the Corporations Act in relation to the provisions of Part 2G.2 of that Act. Note: Section 5G of the Corporations Act provides that if a State law declares a provision of State law to be a Corporations legislation displacement provision for the purposes of that section, any provision of the Corporations legislation with which the State provision would otherwise be inconsistent does not operate to the extent necessary to avoid the inconsistency. s. 5 -- 21 of 36 -- Victorian Legislation Parliamentary Documents Act No. 54/2004 Gambling Regulation (Amendment) Act 2004 20 3.4.37G Annulment of certain resolutions of the licensee (1) If the Minister is of the opinion that a resolution of a general meeting of the licensee has been passed as a result of the admission of votes that should not, by virtue of a declaration of the Minister under section 3.4.37D(4) or by virtue of section 3.4.37F, have been admitted, the Minister may, by notice in writing served on the licensee, declare the resolution to have been (at all times) null and void. (2) If notice of a declaration under sub-section (1) is served on the licensee, the Minister must, at the same time or as soon as practicable thereafter, cause written notice of the declaration to be served on each person whose votes should not, in the opinion of the Minister, have been admitted. (3) A notice under sub-section (1) does not have any effect unless it is served on the licensee within one month after the date of the resolution to which it relates. (4) The provisions of sub-sections (1), (2) and (3) are declared to be Corporations legislation displacement provisions for the purposes of section 5G of the Corporations Act in relation to the provisions of Part 2G.2 of that Act. Note: Section 5G of the Corporations Act provides that if a State law declares a provision of State law to be a Corporations legislation displacement provision for the purposes of that section, any provision of the Corporations legislation with which the State provision would otherwise be inconsistent does not operate to the extent necessary to avoid the inconsistency. s. 5 -- 22 of 36 -- Victorian Legislation Parliamentary Documents Act No. 54/2004 Gambling Regulation (Amendment) Act 2004 21 3.4.37H Making, review and revocation of declarations by Minister (1) A declaration may be made by the Minister under this Division on the basis of such information as the Minister considers sufficient in the circumstances. (2) A declaration of the Minister under this Division other than— (a) a declaration under section 3.4.37E(1) requiring a person to dispose of shares in the licensee; or (b) a declaration under section 3.4.37E(6) that shares in the licensee are forfeited to the State— is effective when written notice of the declaration is served on the licensee irrespective of when or whether service is effected on any other person as provided by this Division. (3) If the Minister makes a declaration under this Division— (a) the licensee; or (b) any other person on whom notice of the declaration has been served under this Part— may apply to the Minister for a review of the declaration. (4) On an application under this section for review of a declaration, the Minister— (a) must allow the applicant and, where the applicant is not the licensee, the licensee, a reasonable opportunity to make submissions in relation to the application; and s. 5 -- 23 of 36 -- Victorian Legislation Parliamentary Documents Act No. 54/2004 Gambling Regulation (Amendment) Act 2004 22 (b) may, after giving due consideration to any such submissions— (i) confirm the declaration; or (ii) revoke or vary the declaration either conditionally or unconditionally and with effect from the date of the declaration or some other date determined by the Minister. (5) If an application is made under this section for review of a declaration of the Minister under this Division, the declaration continues to have effect pending determination of the application except as otherwise determined by the Minister. (6) The Minister may, of his or her own motion, by notice in writing served on the person on whom notice of the declaration was served, revoke or vary a declaration of the Minister under this Division with effect from the date of the declaration or some other date determined by the Minister. 3.4.37I Appeal against declarations of Minister (1) The licensee or any other person on whom notice of a declaration of the Minister is served under this Division (other than a declaration under section 3.4.37G(1) annulling a resolution of the licensee) may appeal to the Supreme Court against the declaration. (2) An appeal under this section must be instituted within 21 days after notice of the declaration under appeal is served on the appellant and that period of limitation may not be extended. s. 5 -- 24 of 36 -- Victorian Legislation Parliamentary Documents Act No. 54/2004 Gambling Regulation (Amendment) Act 2004 23 (3) Where an appeal is instituted by a person other than the licensee, the licensee is to be a respondent in addition to the Minister. (4) The Supreme 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 thinks fit, and make any consequential or ancillary orders that may be just. (5) If an appeal is made under this section, a declaration other than— (a) a declaration under section 3.4.37E(1) requiring a person to dispose of shares in the licensee; or (b) a declaration under section 3.4.37E(6) that shares in the licensee are forfeited to the State— continues to have effect pending determination of the appeal. (6) Except as provided in this Division, a declaration of the Minister under this Division may not be challenged or called into question. 3.4.37J Sale of forfeited shares (1) The Commission is to sell any shares forfeited to the State under this Division. (2) For the purposes of any such sale, the Commission is not bound by any restriction on the sale of shares contained in the memorandum or articles of association of the licensee. s. 5 -- 25 of 36 -- Victorian Legislation Parliamentary Documents Act No. 54/2004 Gambling Regulation (Amendment) Act 2004 24 (3) Any money realised from the sale of forfeited shares under this section must, after deduction of the reasonable costs of the forfeiture and sale— (a) if the shares were transferred as a result of a transaction that was illegal and void by virtue of section 3.4.37E(5) and the transferor has not received the full consideration agreed upon 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 3B—Further Licensing Restrictions and Requirements 3.4.37K Definitions In this Division— "licensee" means the holder of a gaming operator's licence; "operator" means the company (if any) declared under section 3.9.1 as operator in relation to the gaming operator's licence held by the licensee; "Tattersall's" means Tattersall's Limited ACN 108 686 040. s. 5 -- 26 of 36 -- Victorian Legislation Parliamentary Documents Act No. 54/2004 Gambling Regulation (Amendment) Act 2004 25 3.4.37L Restrictions on directors of licensee or operator (1) For the purposes of sections 3.4.36 and 3.4.37, the licensee is in contravention of this Act if a director of the licensee or an operator is a director of, or has a voting power of 5% or more in— (a) the holder of a casino licence; or (b) another person that holds a gaming operator's licence; or (c) another person (other than a subsidiary of the licensee) that holds a public lottery licence; or (d) the holder of the wagering licence and the gaming licence. (2) For the purposes of sub-section (1), the voting power a person has in the holder of a licence referred to in sub-section (1) is the person's voting power determined in accordance with section 610 of the Corporations Act as if a reference in that section of that Act to a relevant interest were a reference to a relevant interest to which section 3.4.37A(4) applies. 3.4.37M Licensee and others not to be associated with certain activities (1) This section applies to— (a) the licensee; (b) an associate of the licensee; (c) a subsidiary of the licensee; (d) a related body corporate of the licensee. s. 5 -- 27 of 36 -- Victorian Legislation Parliamentary Documents Act No. 54/2004 Gambling Regulation (Amendment) Act 2004 26 (2) A person to whom this section applies must not— (a) except as authorised by this Chapter, hold a venue operator's licence; or (b) hold the wagering licence and the gaming licence; or (c) hold a special employee's licence or technician's licence; or (d) be listed on the Roll; or (e) hold a casino licence or casino special employee's licence; or (f) be a member of the Commission; or (g) be an inspector. (3) A person to whom this section applies must not otherwise be employed by, or significantly associated with— (a) the holder of a casino licence; or (b) the holder of the wagering licence and the gaming licence (except for the purposes of Chapter 6). (4) Nothing in this section operates to prevent a subsidiary or related body corporate of Tattersall's from continuing to hold a licence or to be listed on the Roll if that subsidiary or related body corporate held that licence or was so listed immediately before the transfer of the gaming operator's licence to Tattersall's in accordance with section 12.3.2. s. 5 -- 28 of 36 -- Victorian Legislation Parliamentary Documents Act No. 54/2004 Gambling Regulation (Amendment) Act 2004 27 3.4.37N Change in situation of licensee or operator (1) In this section— "major change" in the situation existing in relation to the licensee or an operator means— (a) any change in that situation which results in a person becoming an associate of the licensee or operator; or (b) any other change in that situation which is of a class or description prescribed as major for the purposes of this section; "minor change" in the situation existing in relation to the licensee or an operator means any change in that situation that is prescribed as a minor change for the purposes of this section. (2) The licensee or an operator must— (a) ensure that a major change in the situation existing in relation to the licensee or operator which is within the licensee's or operator's power to prevent occurring does not occur except with the prior approval in writing of the Commission; and (b) notify the Commission in writing of the likelihood of any major change in the situation existing in relation to the licensee or operator to which paragraph (a) does not apply as soon as practicable after the licensee or operator becomes aware of the likelihood of the change; and s. 5 -- 29 of 36 -- Victorian Legislation Parliamentary Documents Act No. 54/2004 Gambling Regulation (Amendment) Act 2004 28 (c) notify the Commission in writing of any major change in the situation existing in relation to the licensee or operator to which paragraphs (a) and (b) do not apply within 3 days after becoming aware that the change has occurred; and (d) notify the Commission in writing of any minor change in the situation existing in relation to the licensee or operator within 14 days after becoming aware that the change has occurred. Penalty: 60 penalty units. (3) If a major change for which the approval of the Commission is sought under this section involves a person becoming an associate of the licensee or operator, the Commission must not grant its approval unless satisfied that the person is a suitable person to be associated with the management of a business of obtaining, installing, maintaining, repairing and monitoring gaming machines. (4) Division 1 of Part 4 of Chapter 10 applies to an application for approval under this section in the same way that it applies to an application for a licence or for approval of a person as an operator. (5) If a major change is proposed or has occurred involving a person becoming an associate of the licensee or operator and the approval of the Commission to the change is not required— s. 5 -- 30 of 36 -- Victorian Legislation Parliamentary Documents Act No. 54/2004 Gambling Regulation (Amendment) Act 2004 29 (a) the Commission must inquire into the change to determine whether it is satisfied that the person is a suitable person to be associated with the management of a business of obtaining, installing, maintaining, repairing and monitoring gaming machines; and (b) if it is not so satisfied, the Commission must take such action as it considers appropriate.'. 6. Audit of gaming operator Section 3.7.6 of the Principal Act is repealed. 7. Audit of public lottery licensee Sections 5.5.2(2) to (4), 5.5.3, 5.5.4 and 5.5.5 of the Principal Act are repealed. 8. Club Keno participants (1) For paragraph (a) of the definition of "participants" in section 6.1.2 of the Principal Act substitute— "(a) the holder of a gaming operator's licence;". (2) In section 6.5.1(1) of the Principal Act— (a) for "Trustees" substitute "holder of a gaming operator's licence"; (b) in paragraph (a) for "the Trustees" substitute "that holder". (3) In section 6.5.1(2) of the Principal Act, for "Trustees" substitute "holder of a gaming operator's licence". (4) In section 6.5.1(3) of the Principal Act, for "Trustees" substitute "holder of a gaming operator's licence". s. 6 -- 31 of 36 -- Victorian Legislation Parliamentary Documents Act No. 54/2004 Gambling Regulation (Amendment) Act 2004 30 (5) In section 6.5.1(5) of the Principal Act— (a) for "Trustees" (where first occurring) substitute "holder of a gaming operator's licence"; (b) for "Trustees" (where secondly occurring) substitute "holder". (6) After section 6.5.1(6) of the Principal Act insert— "(7) Despite the amendments made to this section by section 8 of the Gambling Regulation (Amendment) Act 2004, a declaration under this section of a wholly-owned subsidiary of the Trustees as a participant for the purposes of this Chapter continues to have effect if the company is, on and after the transfer of the gaming operator's licence to Tattersall's in accordance with section 12.3.2, a wholly- owned subsidiary of Tattersall's.". (7) In sections 6.5.2 and 6.5.3(1) of the Principal Act, for "Trustees" substitute "holder of a gaming operator's licence". (8) In sections 10.4.1(c)(v), 10.4.2(2)(a)(iv), 10.4.3(3)(a)(iv), 10.4.4(3)(a)(iv), 10.4.5(3)(a) and 10.4.6(5)(j) of the Principal Act, for "Trustees" substitute "holder of a gaming operator's licence". 9. Reporting and auditing of participants Sections 6.4.2, 6.4.3 and 6.4.4 of the Principal Act are repealed. 10. Supreme Court—limitation of jurisdiction At the end of section 11.1.7 of the Principal Act insert— "(2) It is the intention of section 3.4.37I(6) to alter or vary section 85 of the Constitution Act 1975.". s. 9 -- 32 of 36 -- Victorian Legislation Parliamentary Documents Act No. 54/2004 Gambling Regulation (Amendment) Act 2004 31 11. Transitional provisions (1) After Part 11 of Schedule 7 to the Principal Act insert— 'PART 12—GAMBLING REGULATION (AMENDMENT) ACT 2004 12.1 Definition In this Part "Tattersall's" means Tattersall's Limited ACN 108 686 040. 12.2 Club keno (1) If Tattersall's becomes a participant within the meaning of Chapter 6 because of the transfer to it in accordance with section 12.3.2 of the gaming operator's licence held by the Trustees, Tattersall's has all the rights, liabilities and obligations that the Trustees had as such a participant immediately before the transfer. (2) An agreement made by the Minister under section 6.2.2 and in force immediately before the commencement of section 8 of the Gambling Regulation (Amendment) Act 2004 continues, subject to this Act, in force on and after that commencement despite any change in the participants under Chapter 6 as amended by section 8 of that Act. (3) Without limiting sub-clause (2), Division 2 of Part 3 of Chapter 6 applies in relation to Tattersall's as if it and the Trustees were the one participant for the whole of any week in the course of which the transfer to Tattersall's in accordance with section 12.3.2 of the gaming operator's licence held by the Trustees took effect. 12.3 Compliance requirements (1) An exemption granted by the Authority under section 133(2) of the Gaming Machine Control Act 1991 that, by force of clause 3.15(2), was taken to be an exemption granted by the Commission under section 3.7.5(2) and that was in force immediately before the commencement of section 11 of the Gambling Regulation (Amendment) Act 2004 applies to Tattersall's, on and after that s. 11 -- 33 of 36 -- Victorian Legislation Parliamentary Documents Act No. 54/2004 Gambling Regulation (Amendment) Act 2004 32 commencement, as if it were the holder of a gaming operator's licence named in the exemption. (2) An extension of time granted by the Treasurer under section 10(6) of the Club Keno Act 1993 that, by force of clause 6.5, was taken to be an extension of time granted by the Treasurer under section 6.4.2(4) and that was in force immediately before the commencement of section 11 of the Gambling Regulation (Amendment) Act 2004 applies to Tattersall's, on and after that commencement, as if it were a participant named in the exemption.'. (2) In Part 12 of Schedule 7 to the Principal Act, after clause 12.3 insert— "12.4 Audit requirements (1) Despite the repeal by section 6 of the Gambling Regulation (Amendment) Act 2004 of section 3.7.6 of this Act, that section continues to apply with respect to any whole or part financial year completed before that repeal and, for this purpose, the holder of the gaming operator's licence and a declared operator of the licence immediately after that repeal has all the liabilities and obligations under that section as affected by this sub-clause that, but for the repeal, Tattersall's and the declared operator (as the case requires) would have had with respect to the relevant period. (2) Despite the repeal by section 7 of the Gambling Regulation (Amendment) Act 2004 of sections 5.5.2(2) to (4), 5.5.3, 5.5.4 and 5.5.5 of this Act, those sections continue to apply with respect to any whole or part financial year completed before that repeal and, for this purpose, the public lottery licensee immediately after that repeal has all the rights, liabilities and obligations under those sections as affected by this sub-clause that, but for the repeal, Tattersall's would have had with respect to the relevant period. s. 11 -- 34 of 36 -- Victorian Legislation Parliamentary Documents Act No. 54/2004 Gambling Regulation (Amendment) Act 2004 33 (3) Despite the repeal by section 9 of the Gambling Regulation (Amendment) Act 2004 of sections 6.4.2, 6.4.3 and 6.4.4 of this Act, those sections continue to apply with respect to any whole or part financial year completed before that repeal and, for this purpose, the participants immediately after that repeal have all the liabilities and obligations under those sections as affected by this sub-clause that, but for the repeal, the participants as then existing would have had with respect to the relevant period.". 12. Consequential amendments (1) In section 1.4(2) of the Principal Act, after "purposes of" insert "Division 3A of Part 4 of Chapter 3 (Regulation of Shareholding Interests of Gaming Operator) or". (2) In the note at the foot of section 1.4(2) of the Principal Act, after "Section" insert '3.4.37A(2) defines "associate" for the purposes of Division 3A of Part 4 of Chapter 3 and section'. (3) In the heading to Division 1 of Part 4 of Chapter 6, for ", Reporting and Auditing" substitute "Records". (4) In the heading to Chapter 12 of the Principal Act, after "TRANSITIONAL" insert "AND OTHER". 13. Expiry of Act This Act expires on 30 November 2005 unless— (a) a provision of this Act (other than section 1, 2, 3 or this section) has come into operation before that date; or (b) it is sooner repealed. ═══════════════ s. 12 -- 35 of 36 -- Victorian Legislation Parliamentary Documents Act No. 54/2004 Gambling Regulation (Amendment) Act 2004 34 ENDNOTES † Minister's second reading speech— Legislative Assembly: 26 August 2004 Legislative Council: 14 September 2004 The long title for the Bill for this Act was "to enable the transfer to Tattersall's Limited ACN 108 686 040 of the gaming operator's licence and the public lottery licence held by the trustees of the will and estate of the late George Adams, to provide for that company to be authorised to conduct and promote club keno games in lieu of those trustees, to regulate shareholding interests in that company and make provision as to its financial recording and reporting requirements and for other purposes." Constitution Act 1975: Section 85(5) statement: Legislative Assembly: 26 August 2004 Legislative Council: 14 September 2004 Absolute majorities: Legislative Assembly: 14 September 2004 Legislative Council: 15 September 2004 Endnotes -- 36 of 36 --