Shareholders of ‘Wales’ approve bank merger

Press, 24 August 1981, Page 24

Shareholders of ‘Wales’ approve bank merger

• PA Sydney Shareholders of the Bank ;• of New South Wales at a : special , general meeting approved two .resolutions ' amending the bank’s deed of settlement to facilitate the 4 merger of the bank with the Commercial Bank of Aus- ; tralia, Ltd. ' '• . The major amendments /•agreed to by the. meeting I'permit the appointment to ) the board of all non.-execu-•i tive directors?and ; the chief I executive of the. C.8.A.. es- : tablishment of the 'postion of i deputy chairman of the i board which will be initially i occupied by C.B.A.’s. chair- • man (Mr S. M. Kimpton), the i establishment of another

; deputy chief general mana- ' ger to enable the appoint- ■ ment to that position of the ; C.B.A. managing director j (Mr David Dobbie) and the I increase in the size of a i shareholding that an indiviI dual proprietor may hold in the new bank to 8 per cent,

from 6 per cent. Voting on the resolutions w’as dominated by receipt of 3467. proxies 'representing 16.5 M shares, of .which -164 M were in favour of the mer-. ger- . . . " ' ’. M Of the 150 shareholders attending the meeting, only two voted against the resolutions. . One of the dissenting shareholders. Mr Anthony Hardwick, described the amalgamation as being- a very great mistake arid of no value.

He said the amalgamation w’as not a merger but the swallowing up of the C.B.A. which he claimed was a less efficient and less well organ- , ised bank. \ .Mr Hardwick challenged a statement by the meeting's chairman (Sir Noel Foley), the chairman of the Bank of New South Wales, that there would be no retrenchments of the staff of either bank. Mr Hardwick said that the q new bank would have to get I rid of staff whether Sir Noel j said so. or not. > Sir Noel Foley replied that Mr Hardwick’s statements were not necessarily based on what he knew, but rather on what he felt. Sir Noel earlier told the meeting that the reasons for the merger were various including the need for rational- . isation and regrouping to

meet competition from local financial institutions and from the expanding foreign banks and to strengthen the bank's position in all markets, with particular attention to a few areas of relative weakness. One weakness he noted was that the Bank of New South Wales held less than 10 per cent of the combined banking business in Victoria, South Australia, Tasmania, and New Zealand.

Amalgamation with the |. Melbourne-based C.B.A. rec- ' tified this, particularly in the southern States of Australia, and would place the bank in second position in New Zealand behind the Bank of New Zealand. , . . - The new combined bank would begin operation with 1790 branches and 256 agen- I cies, a staff of 36,000, and i carrying out about. 11 per 1 cent of all financial inter- ; mediation in Australia.

Sir Noel told the meeting that no decision had yet been made on a name for the amalgamated bank.

Under the terms of the merger, shareholders of the C.B.A. will receive two shares in the Bank of New South Wales plus 150 c for each C.B.A. share, and holders of $2O C.B.A. preference stock units will be paid the $2O par value for the stock.