CHAPTER 4
ISSUES RAISED BY THE BILL - THE PROPOSED STRUCTURE AND OPERATION OF WOOLSTOCK
AUSTRALIA
Introduction
4.1 During the Committee's examination of the Bill,
several questions regarding the proposed structure and
operations of Woolstock Australia Limited (WSA) were the
focus of submissions and evidence.
4.2 These questions related to the proposed constitution
and structure of WSA, the establishment and protection of the
rights of unit holders in WI;the business plans for WSA, and
the position of TrusteeCo to be established by clause 9 of
the Bill.
4.3 Further questions involve development of a business
plan for WSA by the advisory board of the WSA, the role that
growers and equity holders are expected to play in this
process leading to WSA's first meeting due to be held on 31
August 1999, following WSA registration under the
Corporations Law.
Proposed WSA Constitution
WSA Constitutional provisions - aims
4.4 OASITO told the Committee that following compliance
with the provisions of the Bill, WI will be converted from a
statutory authority of the Commonwealth to a company
incorporated under the Corporations Law, with removal of the
legislated requirement to sell the stockpile in a statutorily
defined regime.
4.5 WSA will have a constitution (in common with all
Corporations Law companies), and will have defined objects
and procedures for the company based on Corporations law
requirements. The Bill, as noted, provides for the Minister
for Agriculture Fisheries and Forestry (AFFA) to approve the
constitution, and is required to be lodged with the
Australian Securities and Investments Commission (ASIC) in
conjunction with an application to be registered as a public
company limited by shares. This process will complete the
conversion of WI to WSA.
4.6 The draft of the WSA Constitution which is to be
formally approved by the Minister after the passage of the
Bill and prior to conversion of WI to WSA was published on
the Internet [1]by OASITO on 17 May
1999, and is attached as Appendix 3 to the Report.
4.7 Clause 1.2 of the draft constitution sets out the
objects of WSA which are directed to the achievement of the
company's principal aim: disposal of the stockpile.
4.8 In addition, WSA has the power, under clause 1.3, to
investigate and assess the 'feasibility of establishing a
company or other entity whose objects are the processing or
marketing of wool or woollen products.'
4.9 The principal aims of WSA, however, will be to dispose
of the stockpile, discharge the company's liabilities and
distribute surplus monies to the registered unit holders. In
its submission, OASITO noted
This effectively constrains the principal activities
of WSA to selling the wool stockpile. Three reasons for
this constraint is to preserve the rights of the unit
holders. The constraints are necessary to reduce any risk
to the unit holder equity. Preserving such rights is
important for the conversion to take place on just terms.
[2]
4.10 Submissions to the Committee have stressed the
importance to growers and equity holders to examine the WSA
draft constitution before conversion to WSA is complete;
particularly, the position of equity holders who are
compulsorily required to accept the requirements imposed by
the Corporations Law compared to their position under WI as a
statutory authority. [3]
4.11 In its discussions with witnesses the Committee
received an undertaking from AFFA officials and from OASITO
that the draft constitution would be available for comment
prior to the Committee making its report to the Senate. [4]
Proposed WSA Voting Rights
4.12 The Committee was concerned to ensure that the voting
position of equity holders (as shareholders in WSA) were
clearly understood.
4.13 The draft constitution for WSA provides for voting on
matters before the company in several ways, depending on the
matter under consideration.
4.14 To ensure that the Committee, and the Parliament is
properly informed, the Committee requested full details of
proposed voting structure for WSA. A table setting out the
various means of voting, and the requirements for valid votes
is attached as Appendix 4 to the Report.
4.15 The Committee believes that no further comment is
required on these matters, though discussion of their effects
was a considerable part of the hearings on the Bill.
Proposed WSA Operations and Business Plan
Proposed WSA Operations
4.16 The proposed operations of WSA will, in the
short-term, be based upon a business plan which is currently
under development by the WI interim advisory board, chaired
by Mr Don McGauchie.
4.17 Other members of the board - all nominated by the
Minister are
Ms Elizabeth Bryan (Chief Executive, Morgan Grenfell)
Mr Reg Clairs (Retired Managing Director, Woolworths
Ltd)
Mr Phil Scanlan (Managing Director, Bonlac Foods)
Mr Brian van Rooyen (CEO, Australian Country Spinners)
4.18 On 7 May 1999, the Minister announced 3 initial
Board-designate appointments for WSA. They are Mr Donald
McGauchie as Chairman-designate and Mr Reg Clairs and Mr
Brian van Rooyen as Directors-designate of WoolStock
Australia.
4.19 Following the conversion of WI to WSA, three more
directors are to be elected at the initial General Meeting of
WSA.
4.20 The Committee was told by Mr Don McGauchie, that a
business plan for WSA was based on the following
considerations
- Disposal of the stockpile [5]
- Appropriate financing arrangements
- Consultation with industry organisations and
representatives
- Gather and assess with respect to bids for the
stockpile for referral to the Government and the new
board of WSA [6]
4.21 WI currently has 349,403,135 units registered against
91,841 unitholders who will become the shareholders of WSA on
conversion. One share will be issued for each unit held.
4.22 As noted in Chapter 3, the freeze on stockpile sales
will cease on conversion of WI to WSA or on 30 June 1999,
whichever is earlier.
4.23 In evidence, Mr McGuachie told the Committee that, it
is planned that a business plan will be ready for
consideration at the first meeting of WSA currently
anticipated for 31 August 1999.
4.24 In response to a question from the Committee Chair
for a summary of proposals for WSA activity, Mr McGauchie
told the Committee
Because we have to have a business established in
which to pass on, the proposal is to establish that
business with the minimum number of directors that the
Corporations Law requires, and that would be three. The
provisions in the constitution allow for a board of up to
seven. It is the intent of the advisory board to advise
the new board that they believe a managing director
should be appointed to that board. An executive search
has begun for that purpose. The intent would be to follow
normal corporations practice, and that is for the board
to then conduct a search for the other three directors.
Again, it is the intent of the advisory board, and they
will be advising the new board, that executive search
consultants ought to be used for the conduct of that
search.
Bearing in mind that the object of this company is to
manage and sell down a considerable stockpile of wool
into the marketplace, a range of skills for that purpose
would be looked at. We are currently drawing up a list of
how we will look at that in balance and we are doing that
in consultation with the executive search consultants.
The board would then make the appointment of those other
directors who, again following normal Corporations Law
practice, would then be required to resign and be
eligible for re-election at the inaugural AGM.
In terms of the timing of that AGM, we would want it
conducted as early as possible into the business, after
having had adequate time first of all to address the
issues of the register and try and encourage as many
people as possible to register their names in a way that
allows them to take up legal ownership of the shares in
their own names. That process has already begun. We have
had quite a deal of publicity on that. There will be a
stream of correspondence going out to shareholders or
unit holders,prospective shareholders,shortly on a whole
range of issues. That will certainly be a major focus of
that correspondence to people. I am in the process of
writing to the wool grower organisations that we have had
contact with, asking them to assist us in getting people
to register themselves effectively.
The preparation of a financing plan and a full
business plan is well under way. We would want to have
those things well enough developed to report adequately
to shareholders by the time of the first AGM. The target
is to have that AGM within the first two months. It is an
ambitious target, but it is our intent to meet that
target.
There are a number of bids that have been flagged
publicly for whole of stockpile offer. While some
information has been gathered on those, because it is a
very commercial process a number of the bidders have
taken the view that, whilst it is time consuming to wait,
it is best to wait till a full commercial process is in
place so that they can make their bids properly. That
applies, as I understand it, to the people who have
publicly indicated their intent to make bids, but perhaps
even more so to those people who have privately indicated
to us that they are interested in putting bids in for the
stockpile.
The process by which that will be carried out is a
matter for the new board. But, again, there is a range of
opportunities that people could look at for that. It is
our intent to establish a market for these shares as soon
as possible.
I would like to report to you that we have had some
quite encouraging correspondence from, and discussions
with, the Australian Stock Exchange. Whilst not being a
fully listed company, at least the Stock Exchange is
looking to conduct a market for shares in this business.
That would give anyone an opportunity to stand in the
market and buy shares rather than try to buy the wool, if
someone wished to do that. Likewise, in relation to
anyone wishing to make an offer for the entire stockpile,
once the new board is appointed it will start to lay out
a process for that. People will be required to provide
information of adequate quality so that the board can
assess that and make recommendations to the shareholders
and can advise the shareholders appropriately. [7]
4.25 There are several subsidiary questions relevant to
the plan outlined by Mr McGauchie which require elaboration,
matters which the Committee took up during its hearings.
Private Offers for the Stockpile
4.26 The Committee followed up consideration of private
offers for the stockpile publicised in 1998 (and discussed by
the Committee in its earlier report on the Wool
International Amendment Bill 1998), and proposals for a
possible timetable for sale of the stockpile into the market.
4.27 Mr McGauchie told the Committee that
Mr McGauchie - The timing of that process is
one that will have to be determined by the new board. As
such, I cannot obviously speak for that new board until
it is put in place. Given the very important nature of
the process, getting quality information about the bids
that people are putting forward in whatever form they
choose to put those, evaluating those and putting
information before the shareholders will be a substantial
task for the board. It will require a considerable amount
of work, depending upon the number of bids that
ultimately come forward and the nature of those bids. The
requirements of the directors of the company to provide
accurate and full information to the shareholders is
clearly governed by Corporations Law and common law
requirements. The directors will have a very substantial
responsibility to provide accurate and full information
to the shareholders as soon as that is available.
Senator WOODLEY - Would you be hoping to give
some assessment of the viability of those offers? It
would depend on the information that you get, of course.
Mr McGauchie - Providing information back to
the shareholders as to what the directors,and probably,
more importantly, their advisers,believe the value of
those bids would be would have to be assessed on the
basis of what was being put forward. Quite clearly, a
cash bid is a cash bid. It is much easier to determine
what that is worth assuming the quality of the bidder and
their capacity to pay and those matters. Any proposed
equity swap that any bidder might want to put forward
becomes a much more difficult task in evaluating what the
bid actually represents in terms of the likely return to
the shareholders and is a much more complex task.
Senator WOODLEY - In your mind, however, the
decision about accepting or rejecting any offer will, in
the end, be the province of the shareholders or the
directors. Is there a distinction there?
Mr McGauchie - A decision to accept a bid will
be the shareholders' ultimate decision. That can be
either to accept a cash offer for shares or, in the event
of an offer for the major asset of the business, that
issue would be put to the shareholders. [8]
4.28 Evidence was taken from the two principal public
offers for the stockpile to be made to date (the Australian
Wool Group - associated with Mr David Sasson, and the
Woolchain offer - associated with Dr Keith Campbell).
4.29 Mr Sasson indicated reservation regarding continuing
with the AWG offer unless several matters to be dealt with in
the WSA constitution are clarified. [9]
AWG noted in its submission that AWG
…..is continuing to complete a fully funded offer
for the whole of the Stockpile and/or all of the stapled
Certificates of Entitlements and Shares in WoolStock that
could be submitted in July 1999. We are of the view that
it would be in the interest of WI Entitlement holders
(who may or may not end up being Shareholders of
WoolStock) if there was a structured independent
assessment of the bona fide of AWG's offer and that such
an offer be put to a vote of the WI Entitlement holders
at an inaugural meeting. [10]
4.30 In the case of the Woolchain offer, Dr Campbell told
the Committee that his organisation was still interested in
putting forward an offer for the stockpile, depending on the
development of a business Plan for WSA. [11]
Sales from the Stockpile
4.31 During the Committee's hearings, the question arose
of how sales from the wool stockpile are to be made, after
conversion of WI.
4.32 In relation to sales from the stockpile, the
Committee was told by Mr McGauchie
Mr McGauchie - There has been some real concern
about what the future is likely to hold. I was asked by a
number of exporters and people in the trade to give some
indication as to what the future would likely be. What I
have said is that the basic assumption in the financing
plans that are being put forward is that the first six
months sales would be designed to give the board of the
business breathing space in terms of looking at the bids
that are being made, to look at the method of selling and
the structure of the business - all of the things that
ought to be looked at by a new board.
The intent of the financing plan would be to see that
debt did not increase during that period. So a selling
program sufficient to cover ongoing operating costs and
interest payment would be all that would be intended
during the early stages of the business. That can
reasonably be interpreted at 15,000 to 20,000 bales a
quarter. [12]
Woolstock Australia and TrusteeCo
4.33 The Bill provides - in clauses 9 and 10 - for the
establishment of a trustee entity - TrusteeCo. The role of
TrusteeCo is to be vested with WI shares held in the name of
the WI Chief Executive prior to date of conversion of WI to
WSA.
4.34 Mr David Somervaille, a legal adviser to OASITO on
the conversion of WI to WSA, explained the role of the
TrusteeCo to the Committee, as follows
At the moment in Wool International some of the units
of equity are effectively held in a trust,the trustee
there is the Chief Executive of Wool International. The
units in that category are the units held on behalf of
people who are entitled to units where the person who
paid the wool tax ceased to exist through bankruptcy or
winding-up in the time between when the wool tax was paid
and when the units were issued. So there is already a
category of trust interests in the organisation.
In setting up WoolStock Australia, there were two
other categories of entitlements that needed to be dealt
with through a trust, at least in the interim. One is
what is called in the legislation `the untraceable unit
holders'. These are unit holders who, for one reason or
other, have been unable to be traced by Wool
International. The proposal there is that the shares and
the units registered at the moment in untraceable names
will be transferred to a trustee.
The other category, and probably the most important
category of all, is the situation of units which, at the
moment, are entered on the register in a name which is
not, on the face of it, the name of a correct legal
entity. It is possible for those names to be on the unit
register because of the origin of the entitlements to
units, but it is not possible for us to issue shares in
the name of someone who is not a legal entity. Unlike the
untraceables, where correspondence with these people has
been returned unanswered, there are, if I might say so,
real people behind the names on the register because
cheques have been banked, correspondence has been replied
to and so on, but the name on the register is not the
proper legal name of a legally recognised entity. Because
shares are legal property, they must be recorded in a
true legal identity's name.
I gather Wool International, over the course of the
last two years, has spent a lot of effort trying to
encourage these people to have their correct particulars
entered on the register. There have only been two real
reasons up until now why that has been necessary. One is
that, if a person wants to transfer units, Wool
International will not register a transfer until the
register is in the proper name and then a legal entity
can actually effect the transfer. The other case is the
case of charges where a unit holder wants to borrow money
against the security of the units and grant a charge to a
financier. Again, Wool International insists that the
name on the register be corrected.
We have now got a third situation, and that is the
issue of shares to those people. Again, until the shares
can be properly issued in the name of a correct legal
entity, the name has to be corrected on the register. So
there are three situations where the trustee will hold
units: the old punitive unit holders held by the chief
executive; the untraceables, as they are called; and
there is the category called wrong names in the register.
It is proposed that the trustee company will be a
subsidiary of WoolStock. So far as the structure of the
trustee company is concerned, that largely will be a
matter for the board of the new entity in terms of who
will serve as directors of that company. [13]
4.35 In terms of unit ownership - a determinate of the
interests to be held by TrusteeCo - Mr Hutchinson of OASITO
told the Committee
The figures are that roughly 1.2 per cent of units are
held by untraceable people - the unclaimed entitlements.
This did represent a significant proportion of the number
of unit holders because, essentially, as I understand it,
these were very minor producers - hobby farmers and the
like - so only 1.2 per cent of units are untraceable.
There are about 25 per cent of units where we know the
owner, but the owner has filled the form in wrongly and
we do not have the owner's name right.
There will be a significant campaign launched during
May to clean up the register. It is very much in the
interest of these people to basically fill in the form
with the correct legal names to allow their shares to be
registered. We would expect that, if people act in their
own self-interest, this 25 per cent would very rapidly
reduce, so that the trustee company would very quickly
only represent the 1.2 per cent rather than representing
the 25 per cent. [14]
4.36 It is intended that WI will conduct a concerted and
comprehensive program to reduce the number of unit holders
who will need to be represented by TrusteeCo, prior to
conversion. [15]
4.37 The Committee was concerned to ascertain the process
by which the TrusteeCo would be established, and was advised
as follows
Mr Hutchinson - …..The trustee company
will be a subsidiary company owned by WoolStock. The
directors of that company will be appointed by WoolStock.
They will, of course, be required to act in the interests
of the beneficiaries of the trust, not in the interests
of WoolStock itself. Mr McGauchie gave evidence that it
was the view of the Interim Advisory Board that the
independence of the trustee would be a very important
issue and that it would have to be seen to be there as
well as be there in substance. This would obviously guide
the directors of WoolStock in their selection of
directors of the trustee company. [16]
4.38 Concerns expressed regarding the position of
TrusteeCo also centred on the position of TrusteeCo in any
possible vote regarding the constitution of WSA. In
particular, the Wool Council of Australia noted its
opposition to TrusteeCo voting on these matters. [17]
4.39 The draft constitution for WSA (annexed as Appendix
3) makes the position of TrusteeCo plain in relation to
voting on any modification, repeal or change to the aims of
WSA; it will not be empowered to vote on such matters. [18]
4.40 The Committee has considered a number of views which
have expressed concern regarding the TrusteeCo proposal. In
particular, several witnesses expressed concern at the
possibility that TrusteeCo might not be 'at arms' length'
from WSA.
4.41 The Committee considers that the TrusteeCo structure
proposed by the Bill is a satisfactory and practical means of
ensuring the rights of the equity holders who are in the
category described in Mr Somervaille's comments quoted in
para. 4.30 above.
4.42 Accordingly, whilst the Committee believes that the
TrusteeCo structure is an acceptable way to proceed to
protect the interests of those equity holders identified by
the advisory board, and by Mr Somervaille, the new board of
WSA, when appointed, should ensure that TrusteeCo is an
independent, reputable registered trustee company.
4.43 A recommendation to this effect appears in Chapter 5
of the report.
Other Matters
Consultants
4.44 The Committee sought advice from OASITO as to the
extent to which consultants were used, and the cost of
consultancies, in the development of the proposals for
privatisation of WI and the proposed WSA structure. Mr
Hutchinson of OASITO told the Committee
The business adviser to the process is Deutsche Bank,
and the cost of their engagement is expected to be about
$760,000. The legal advisers to the process are Blake
Dawson Waldron, and the cost of their engagement is
expected to be $1,128,000. We have other advisers whose
fees and expenses are expected to total around $727,000.
They comprise a communications adviser, an accounting
adviser, an agribusiness adviser, an agri-economic
adviser and a probity auditor. [19]
4.45 Further questions of OASITO indicated the role of
other consultancies in the privatisation process
Mr Hutson - I will describe the other advisers,
all of whom are, with the exception of the probity
consultant, subcontractors to Deutsche Bank. The
communications adviser is a joint venture between Cox
Inall Communications and a company known as Value
Management. The accounting adviser is BDO Nelson
Parkhill. The agribusiness consultant is a gentleman by
the name of Bob Quirk and our agricultural economist is
the Centre for International Economics.
Mr Hutchinson - And our property auditor is
Stephen Marks, who runs a property auditing firm out of
Melbourne.
Senator O'BRIEN - So the costs incurred by
Office of Asset Sales as distinct from your own costs on
the project are somewhere in the vicinity of $2.6
million?
Mr Hutchinson - No, the total cost is slightly
higher. We have a provision in our budget for debt
arranging of $530,000. We will incur some $25,000 from
the firm Dunhill Madden & Butler, who advise us on
contracts. The total cost that my office will incur,
other than our own running costs, is about $3.25 million.
Mr Hutchinson - They are about $million. The
$4 million estimated cost of the whole exercise is made
up of another $1/2three quarters million involved in the
AFFA portfolio to meet the costs of that portfolio and,
of course, the costs of the Interim Advisory Board. [20]
4.46 In answer to questions regarding the costs of the WI
privatisation process, and the options pursued by OASITO, the
Committee was told
Mr Hutchinson - We believe we have minimised
transaction costs in implementing the policy that
government has settled upon. We can think of no costs
that we have incurred that we need not have incurred. We
believe we have a minimised transaction cost. The probity
auditor we have engaged is presently reviewing the
process to date and will continue to review the process
to the end for the purposes of providing a certificate to
the effect that essentially the expenses that we have
caused in this process, which ultimately fall of course
to the value of the stockpile, are reasonable and
necessary for the conduct of the process.
Mr Hutchinson - The other options that were
considered could have involved the preparation of a
prospectus, and that would have been a fairly expensive
operation. The structure of this transaction is largely
driven by the constitutional need to avoid interfering
unduly with the rights of the unit holders on anything
other than just terms. That has essentially led us down
the course in which, in order to privatise this entity
and its assets, the structure we have is probably the
only available option other than options which incur much
more significant expenditures in terms of taxation
treatment and the like.
Once the policy decision was taken to privatise by way
of shares distributed to the unit holders, that largely
set the process. The expenditure minimisation activity
was really looking at the minimum level of activity
necessary to execute the transaction effectively and make
sure that people were adequately informed and that all
parties to the transaction were as aware as possible of
all the risks they were entering into in undertaking a
transaction. [21]
4.47 The option of publicly listing WI on the ASX was
investigated, but was not pursued.
Mr Sutton (AFFA) - One of the other options was
a full stock exchange listing, but on close examination
it was revealed that the costs of the initial listing
requirements and ongoing information disclosure would
have amounted to millions of dollars,certainly millions
of dollars in terms of the initial listing and about a
million dollars a year in terms of ongoing reporting
obligations.
So the decision was taken in the light of the fact
that a stock exchange listing was unlikely to benefit
equity holders. The approach was to seek an unlisted
market,an exempt market arrangement. [22]
Consultations with Growers and Industry Representatives
4.48 The Committee was concerned to identify and discuss
with the advisory board the extent of consultations with
grower and industry representatives in the period following
the advisory board's appointment and the establishment of
WSA.
4.49 Mr McGauchie told the Committee that he had conducted
extensive negotiations with grower and industry
representatives in each state. A list of these bodies and a
summary of the results of the discussions is attached as
Appendix 5.
4.50 Comments made to the Committee by representatives at
the Committee's hearing on the Bill indicated general
acceptance of the approach of the advisory board. [23] An exception was the position of
the Victorian Farmers' Federation, which told the Committee
in its submission and in evidence that it considered the
legislation should not be proceeded with, noting the
opposition of the VFF Pastoral Group to the
Comment on the Bill
4.51 Comment on the terms of the Bill was generally
supportive and concentrated principally on the proposed
course to be followed by the advisory board and following the
conversion of WI to WSA.
4.52 A submission from the Hamilton District Council of
the Victorian Farmers' federation did address a number of
issues regarding the Bill. [24]
4.53 The Committee was concerned that these issues be
addressed, so as to assist debate on the Bill. Comment on the
matters raised in the submission have been dealt with in a
supplementary submission to the Committee from Messrs Blake,
Dawson Waldron, advisers to OASITO on the conversion of WI to
WSA. That supplementary submission is lodged with the report.
Footnotes
[1] See, www.woolstock.aust.com
[2] Sub. No 2, OASITO, p.
7
[3] Subs. No.'s 6 (VFF), 12
(AWGA), 13 (Wool Council of Australia).
[4] See evidence, 3 May 1999, p.
190
[5] The wool stockpile is
currently1 055 m bales and valued at approx. $656 m. With
accumulated debt of $179m, the net value of the stockpile is
$470m, or approximately $1.35 per unit of equity in WI as at
the end of December 1998.
[6] Sub. No 17, WI Advisory
Board, p. 1.
[7] Evidence, McGauchie, 3 May
1999, pp. 175-6.
[8] Evidence, McGauchie, 3 May
1999, p. 194.
[9] Submission No 3, Australian
Wool Group; and, Evidence, AWG, Sasson, 3 May 1999. Pp.
243-4.
[10] Submission No 3, AWG, p. 5.
[11] Evidence, Woolchain
(Campbell), 3 May 1999, pp. 239-40.
[12] Evidence, McGauchie, 3 May
1999, p. 196.
[13] Evidence, OASITO/AFFA, 3
May 1999, p. 179.
[14] Evidence, OASITO/AFFA,3 May
1999, p. 180
[15] Evidence, OASITO/AFFA, 3
May 1999. Pp. 180-1.
[16] Evidence, OASITO/AFFA, 3
May 1999, p. 186.
[17] Evidence, Wool Council of
Australia, 3 May 1999, p. 199.
[18] See, Draft WSA
Constitution, (App. 3 to Report; cl. 15.5). A note to
this clause says - 'The effect of this rule is not only is
TrusteeCo not entitled to vote, but the votes attaching to
the shares held by TrusteeCo are not counted in calculating
whether the required 75% (needed for such a change) of
those voting has been achieved.
[19] Evidence, OASITO/AFFA, 3
May 1999, p.181.
[20] Evidence, OASITO/AFFA, 3
May 1999, p.181.
[21] Evidence, OASITO/AFFA, 3
May 1999, p. 183.
[22] Evidence, OASITO/AFFA, 3
May 1999, p. 183.
[23] See, Wool Council of
Australia, 3 May 1999, p. 202-3.
[24] See, submission 9, Hamilton District Council
of the VFF.