Information Document Proposed Transfer of Business by Queenslanders Credit Union Limited to Queensland Country Credit Union Limited - QCCU
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Information Document
Proposed Transfer of Business
by
Queenslanders Credit Union Limited
to
Queensland Country Credit Union Limited
Table of contents Document dateTable of Contents
1. Introduction ............................................................................................................................................... 1
2. The Merger ................................................................................................................................................ 2
3. Deregistration of Queenslanders after the Merger ............................................................................... 2
4. Background ............................................................................................................................................... 2
5. What are the Reasons for the Merger? .................................................................................................. 3
6. Advantages and Disadvantages of the Merger for Members .............................................................. 4
6.1 Advantages ........................................................................................................................................ 4
6.2 Disadvantages .................................................................................................................................... 6
7. Effect of the Merger on the Rights and Liabilities of Queenslanders Members ................................ 6
8. QCCU Directors’ Statement ..................................................................................................................... 8
8.1 Future Directions ................................................................................................................................ 8
8.2 Names ................................................................................................................................................ 8
8.3 Head office ......................................................................................................................................... 8
8.4 Branches ............................................................................................................................................ 8
8.5 Staff .................................................................................................................................................... 8
8.6 Products and Services ....................................................................................................................... 9
9. What if the Merger Doesn’t Proceed? .................................................................................................... 9
10. Financial Position of Queenslanders and QCCU............................................................................... 9
10.1 Statement of Financial Position ........................................................................................................ 10
10.2 Statement of Profit or Loss ............................................................................................................... 10
11. Financial Position of Merged Organisation ..................................................................................... 11
12. Third Party Advice .............................................................................................................................. 13
12.1 QCCU ............................................................................................................................................... 13
12.2 Queenslanders ................................................................................................................................. 13
13. Current Directors of Queenslanders and QCCU ............................................................................. 13
14. The Proposed Merged Board ............................................................................................................. 13
15. Interest of Officers and Other Stakeholders in the Merger ............................................................. 15
16. How Do Members Vote On The Merger Proposal? .......................................................................... 16
17. What if I Have Questions about the Merger Proposal? ................................................................... 17
Schedule 1: Comparison of Products and services ................................................................................... 18
Schedule 2: Comparison of loans, savings and term deposit products.................................................. 19
Schedule 3: Comparison of fees and charges............................................................................................ 33
Schedule 4: Board Assurances .................................................................................................................... 42
Schedule 5: Differences in Member Rights and Liabilities between Queenslanders and QCCU
Constitutions .................................................................................................................................................. 43
Schedule 6: Proposed amendments to Queensland Country’s Constitution ......................................... 481. Introduction
Queenslanders Credit Union Limited ABN 85 087 651 063 (Queenslanders) is proposing to conduct a
voluntary transfer of all of its business to Queensland Country Credit Union Limited, ABN 77 087 651 027
(QCCU) under the Financial Sector (Business Transfer and Group Restructure) Act 1999 (Cth). The transfer
of business is hereafter referred to as “the merger”.
The merger will proceed if members of Queenslanders approve the merger proposal at their Annual General
Meeting on 30th November 2017, the Board of QCCU approves the merger via Board resolution, the QCCU
Constitution Amendments are passed and the Australian Prudential Regulation Authority (APRA) provides
the necessary regulatory approvals.
Please note that the merger proposal is a total package. Members can only choose to approve or not
approve the merger transaction in its entirety as described in this Information Document.
As a separate matter, the proposed retirement payments to non-transferring Queenslanders Directors in
recognition of their past service can only be made if Queenslanders members approve them by a separate
resolution at their Annual General Meeting.
Your Board prepared this Information Document in order to provide members with information about the
merger proposal.
The Board unanimously endorses the contents of this Information Document and is not aware of any other
information that is material to members' decision whether or not to approve the merger.
Attached are 6 Schedules, which form part of this Information Document:
Schedule 1 highlights the products and services that Queenslanders and QCCU currently offer.
Schedule 2 compares loans, savings and term deposit products for both mutual ADIs.
Schedule 3 sets out the fees and charges that both mutual ADIs currently charge members.
Schedule 4 includes assurances from the Board of Queenslanders.
Schedule 5 describes differences between member rights and liabilities in Queenslanders and
QCCU.
Schedule 6 sets out the proposed QCCU Constitution amendments.
Please read this Information Document and the attachments carefully before deciding whether to
attend the Annual General Meeting and vote. If you have any queries, please call one of the member
information lines below.
Queenslanders Credit Union Limited Queensland Country Credit Union Limited
Member Information Line Member Information
Telephone: 1800 753 377 Telephone: 1800 075 078
E-mail: merger@queenslanders.com.au E-mail: info@qccu.com.au
DISCLAIMER
The Australian Prudential Regulation Authority (APRA) has approved this Information Document pursuant to Rule 9 of the Transfer
Rules No 1 of 2015 for purposes of the Financial Sector (Business Transfer and Group Restructure) Act 1999 (Cth). In deciding
whether to approve this Information Document, APRA has consulted with the Australian Securities and Investments Commission
(ASIC). Both APRA and ASIC accept no responsibility for the accuracy or otherwise of any matters contained in this Information
Document or attached to this Information Document.
Queenslanders Credit Union Limited Member Information Document 12. The Merger
The merger will involve a total transfer of business by Queenslanders to QCCU under the Financial Sector
(Business Transfer and Group Restructure) Act 1999 (Cth). On the transfer date:
all of the assets and liabilities of Queenslanders become assets and liabilities of QCCU (including all
deposits and loans held by members);
the duties, obligations, immunities, rights and privileges that currently apply to Queenslanders
transfer to QCCU;
each member of Queenslanders will become a member of QCCU and will be issued with a $10
member share in QCCU unless that person already holds a member share in QCCU in which case
QCCU will refund the amount paid up on member share in Queenslanders;
each member share in Queenslanders will be cancelled, other than the member shares of the
Directors of Queenslanders.
QCCU is not making any payment to Queenslanders or its members for the transfer of business.
If the members of Queenslanders approve the transfer proposal and the QCCU Board passes a resolution
approving the transfer, subject to APRA granting the necessary regulatory approvals, the merger between
QCCU and Queenslanders will take effect on 1st April 2018 or such later date approved by APRA.
The proposed transfer will not trigger a demutualisation under Part 5 of Schedule 4 of the Corporations Act.
Further information about the effect of the merger on the rights and liabilities of Queenslanders’ members is
set out under “Effect of the Merger on the Rights and Liabilities of Queenslanders Members”.
3. Deregistration of Queenslanders after the Merger
After the merger, Queenslanders will be a ‘shell’ company without any assets and with its Directors being its
only members. The Board of Queenslanders has made assurances to APRA that it will deregister the
Queenslanders company, that it will ensure that all Queenslanders funds are transferred to QCCU, and that it
will prepare, sign-off and lodge financial statements for the Queenslanders company, to the extent required
by law (see Schedule 4).
! For the reasons set out in this Information Document, the Queenslanders Credit Union
Board unanimously endorse the merger proposal and recommends that you vote FOR it.
Each Director of Queenslanders Credit Union Limited intends to vote FOR the merger
proposal.
4. Background
4.1 Queenslanders Credit Union Limited
Queenslanders Credit Union was founded in 1964 as the Queensland Public Service Employees’ Co-
Operative Credit Union Ltd.
The Queenslanders of today has evolved from the amalgamation of that, our state's first credit union serving
public service employees, and an Ipswich-based credit union originally founded to serve the Queensland
coal mining industry. There have also been smaller mergers along the way including Media Credit Union and
Austax Credit Union and Hardboard Employees’ Credit Union.
2
Queenslanders Credit Union Limited Member Information DocumentQueenslanders currently has approximately 17,000 customers, employs 61 staff and has total assets of $353
million. Customers interact with the organisation via a network of five branches, a contact centre, desktop
and mobile websites, through the national network of rediATMs owned by Cuscal Limited and via a number
of mobile lenders. Branch locations include: Brisbane (George Street), Ipswich (Booval, Brassall and
Yamanto) and Townsville (Annandale).
4.2 Queensland Country Credit Union Limited
QCCU was born in Mount Isa in 1971 as the Isa Mine Employees' Credit Union Limited. Over the years it has
grown through a strong desire to help all Queenslanders with their banking and lending needs.
With a head office in Townsville, QCCU’s 380 staff provide a competitive range of banking products and
services to over 71,000 members. It boasts a network of 32 branches and service centres in an area that
stretches from Stanthorpe in the south to Weipa in the north and west to Mount Isa. In addition to this
substantial branch network, QCCU also provides access via the Westpac ATM network, through phone and
internet banking and mobile apps.
In addition to their Credit Union business, which has total assets of over $1.7 billion, QCCU also operates an
award-winning Health Fund that provides affordable and comprehensive health insurance to members.
QCCU supports many local community groups through sponsorships and donations and is the official
banking partner of the North Queensland Cowboys National Rugby League team.
5. What are the Reasons for the Merger?
As reported to members in recent Annual Reports, the operating environment for small to medium sized
credit unions remains difficult.
Factors such as record low interest rates – which are generating the lowest interest margins in the history of
Australian banking - high costs, an increasing compliance burden and the rapid advancement of technology
are all contributing to an increase in merger activity within the industry.
In fact, as shown in the below graph,(from COBA letter to all Credit Unions 30 March 2017) over the past ten
years the number of credit unions in Australia has almost halved from over 150 to 78. It is forecast that this
number will be around 50 by 2023.
Queenslanders Credit Union is not immune to the pressures faced by the remainder of the industry. It is a
relatively small financial institution and faces significant challenges in dealing with much stronger
3
Queenslanders Credit Union Limited Member Information Documentcompetitors, providing the technology solutions now being demanded by consumers, and the increasing
burden of regulation and compliance.
While Queenslanders enjoys industry-leading levels of capital and liquidity, the operating environment
continues to put pressure on the organisation’s profitability. While Queenslanders has continued to offer
competitive products and services and remained abreast of technology updates in recent years, our lack of
scale and the external pressures cited above have made it increasingly difficult to do so.
In considering the difficult operating environment and its future strategic direction, the Queenslanders Board
identified two possible options for the future of the organisation – continuing to operate on a standalone
basis or merging with a larger credit union that shared a common culture, values and commitment to
mutuality.
The decision to propose a merger with a larger credit union was deemed most appropriate. The Board
believed that continuing to operate on a standalone basis would eventually erode Queenslanders’
competitive position as the organisation gradually lost the ability to remain competitive with product pricing
and managing the costs associated with adopting the technology innovations increasingly being demanded
by modern consumers.
Having resolved that a merger was the most suitable strategy for the future, the Board determined that
QCCU is the most suitable partner for a variety of reasons.
A merger with QCCU is anticipated to provide significant economies of scale that will build a stronger
organisation, better equipped to meet current and future market challenges. The diversity of the QCCU
business, which includes an award-winning health fund, was considered of particular benefit by the
Queenslanders Board. The non-interest income QCCU’s management of the health fund provides is viewed
as a crucial source of additional income for the consolidated QCCU group during the current period of record
low interest rates.
While the long term financial strength of any merger partner was a high priority for the Queenslanders Board,
so too was identifying a merger partner that shared a similar commitment to the principles of mutuality and
the benefits that flow to customers and communities as a result of the customer-owned operating model.
The cultures and values of the two organisations are closely aligned and the Board feels confident the
shared emphasis on putting the needs of customers before those of shareholders will ensure the high levels
of service members are used to receiving from Queenslanders will continue following the merger.
A number of mutual banking organisations were reviewed but, on balance, QCCU exhibited the strongest
alignment of principles, values and ethics. Geographic distribution without overlap also featured strongly to
support the case with QCCU as the best alternative above all others.
6. Advantages and Disadvantages of the Merger for Members
The Board of Queenslanders Credit Union believes that the merger proposal has the following advantages
for members:
6.1 Advantages
6.1.1 The merger will lead to a stronger organisation.
- The merger will build a strong, resilient, Queensland centric, mutually owned
organisation that will be focused on fulfilling member needs with contemporary
capabilities, competitive products and great customer service.
- A merger will lead to significant future cost savings as head and back office synergies
are achieved. These economies of scale will be used to fund improved services,
functionality and ensure the product pricing of the merged entity remains competitive and
4
Queenslanders Credit Union Limited Member Information Documentsustainable.
- The economies of scale will also support large scale capital investment in technological
capability, allowing the merged organisation to innovate in ways customers now expect.
- A merger will provide a larger scale base to distribute compliance cost burdens.
- The wider geographic footprint of the merged organisation will result in a robust
organisation with strong diversity across geographic and industrial target markets.
- The merger will also deliver a resilient entity that is well equipped to withstand the
uncertainty of the domestic and global financial markets.
- As the second largest Queensland based credit union, the merged entity will boast one
of the largest credit union branch networks in Australia – allowing significantly improved
access to branches for members travelling within Queensland.
6.1.2 The merger will protect and enhance our commitment to our customers, our communities
and the customer-owned banking model
- QCCU and Queenslanders are committed to offering members values based, easy, fair, locally
owned banking products and services.
- Both organisations pride themselves on the high level of service they deliver to their members
and are committed to maintaining and enhancing service levels following the merger.
- Supporting local sporting and community groups through sponsorships and donations is
a significant focus for both organisations.
- As mutuals, both organisations are committed to acting in the best interests of their customers
and the wider community.
6.1.3 The merger will provide an improved range of products, services and access channels
- QCCU currently offer a number of products and services that are not available to
Queenslanders members. Examples of such products include:
Smart Budget service
Rewarder program linked to Visa Credit Card
Retirement Savings Account
- In addition to banking products, Queenslanders customers will also have access to QCCU’s
award winning health fund and associated lifestyle benefits.
- The merged entity will offer a larger branch network including 32 branches and service centres
covering an area from Stanthorpe in the south to Weipa in the north.
- Queenslanders members will enjoy extended operating hours including access to a Contact
Centre from 8am to 6pm weekdays and from 8.30am to 12.30pm on Saturdays.
- The merged organisation will offer a fully functioning banking “app” designed specifically to
provide an optimal banking experience on mobile devices.
- A more user-friendly internet banking experience will result from the merger, including the ability
to send money internationally from within internet banking.
- A larger, stronger organisation will be better equipped to keep up with technology advances
such as the upcoming introduction of real-time payments.
6.1.4 The merger will provide significant growth opportunities for the business
- At present, QCCU and Queenslanders both have a presence in the South East corner of
Queensland– effectively competing against each other with a similar offering in an already
competitive market.
- A merger will see the two organisation working together to achieve growth. The greater
resources of a larger entity will also allow for enhanced promotion of the merged organisation
within the South East corner. The operational synergies and pooled promotional activities of the
merged organisation are expected to drive growth for the business.
- The merger allows both organisations to fast track plans for innovation and development in line
with new technologies.
5
Queenslanders Credit Union Limited Member Information Document6.2 Disadvantages
Some members may believe it a disadvantage that:
6.2.1 Not all Queenslanders Directors will proceed to the Board of the merged organisation
Some members may believe it is a disadvantage that only two representatives from Queenslanders will be
Directors of the merged entity. The Board believes this is a fair representation given the ratio of
Queenslanders to QCCU Directors on the merged Board will be very similar to the ratio of Queenslanders to
QCCU total assets prior to the merger. The appointment of the current Queenslanders Chair and CEO to the
QCCU Board will ensure continuity post-merger.
6.2.2 Some product and pricing differences exist
At the time of writing, there are some differences in terms of product pricing and features between QCCU
and Queenslanders (see Schedule 2 and 3 for full details). The unique circumstances of each member will
dictate how the current differences affect them. Rates will not change for fixed rate loans and term deposits.
It is intended that the former members of Queenslanders will not be disadvantaged overall with respect to
the benefits and pricing associated with products and services held at the time of Transfer. The merged
entity will adopt the products and pricing structure of QCCU at the time of the merger, with minor changes as
necessary to meet a better off overall test
6.2.3 Queenslanders will not remain a standalone credit union
Queenslanders is proud of the strong relationships it has built with its members and acknowledge that some
members may feel a sense of loss that their credit union will not remain as a standalone entity.
The Board members of Queenslanders share a similar affinity with the organisation and went to great
lengths to ensure that, in proposing a merger, the emotional attachment associated with remaining a
standalone organisation was subjectively balanced against the commercial reality of the challenges posed by
the current operating environment.
Mergers have been a significant part of the current organisation’s history and have allowed it to grow into the
organisation it is today. Despite their emotional attachment to the organisation, the Board resolved that the
current merger proposal was the most attractive option available to ensure the organisation continues to
thrive well into the future.
6.2.4 The merged organisation will be significantly larger than the current Queenslanders
Queenslanders understands that many existing members choose to bank with the credit union due to the
more personalised service it provides when compared to its larger, publicly listed competitors.
While the proposed merger will assist in build the scale necessary to continue offering quality products and
services and remain abreast of technology advances, the Board believe the mutual operating structure of the
merged entity and the shared culture and values of the two organisations will ensure the current member
focus of Queenslanders is retained post-merger.
The Queenslanders Board has considered the entirety of the merger and believes that the
advantages significantly outweigh the disadvantages for members arising from the merger.
7. Effect of the Merger on the Rights and Liabilities of Queenslanders
Members
Each Queenslanders member holds a Queenslanders share (paid up to $10) with the rights described in this
Section. Queenslanders members currently have certain rights under the Queenslanders Constitution.
6
Queenslanders Credit Union Limited Member Information DocumentThese rights include:
- the right to attend and vote at Queenslanders members' meetings (unless the Queenslanders
member is a minor);
- the right to elect Queenslanders Directors; and
- the right to share in any surplus assets of Queenslanders in the event that Queenslanders is
wound up.
Following the transfer, Queenslanders members will become QCCU members. The rights and liabilities
attached to member shares under the QCCU Constitution will be substantially the same as the rights and
liabilities attached to current member shares in Queenslanders. The QCCU Constitution will become the
Constitution of the merged organisation.
Although the existing Constitutions of QCCU and Queenslanders are very similar, there are some
differences between them. A summary of the differences in member rights and liabilities between the two
Constitutions is included as Schedule 5. A copy of the current QCCU and Queenslanders Constitutions are
available at www.queenslanders.com.au and www.qccu.com.au respectively.
Queenslanders Membership and shares
If the merger is approved by the members of Queenslanders, then when the merger takes effect:
• All members of Queenslanders, except its Directors, will cease to be members of Queenslanders
and all of their shares in Queenslanders will be cancelled. The Directors of Queenslanders will remain
members of Queenslanders until Queenslanders is deregistered as a company.
• All members of Queenslanders, including its Directors, will become members of the merged
organisation. They will be deemed to have become members of the credit union on the earliest date when
they became members of Queenslanders (being a membership held continuously up to the time of the
merger).
• A Member of Queenslanders who holds a member share which was issued for $10 and has been
fully paid will be deemed on the transfer date to have been issued a member share in QCCU issued at $10
(fully paid).
• A member of Queenslanders who is a minor who holds a membership share on which payment of
the subscription price was deferred will pay the subscription price when they turn 18, subject to deferral by
the QCCU Board.
- A member of Queenslanders who has paid a subscription price that exceeds $10 will receive a
refund equal to the difference between the subscription price paid and $10.
• If a member of Queenslanders already holds a member share in QCCU (i.e. is a member of both
credit unions), that member will continue to be a member of QCCU and will not be issued an additional
member share in QCCU. In respect of any Queenslanders member shares cancelled in these
circumstances, the member will receive a refund of the amount subscribed (if any).
• If a Member of Queenslanders has more than one member share in Queenslanders, that member
will receive only one member share in QCCU (corresponding to their member share in Queenslanders that
was issued earliest in time). In respect of other Queenslanders member shares, the Member will receive a
refund of the amount subscribed (if any).
Trustees of unincorporated bodies will lose membership rights after the merger is completed. QCCU’s
Constitution permits only one (1) membership share to any person. There is no exception for unincorporated
associations where the trustee is already a member in their own right.
7
Queenslanders Credit Union Limited Member Information DocumentQCCU members will be voting on some proposed amendments to the QCCU Constitution at the 2017 QCCU
Annual General Meeting. The proposed amendments are set out in Schedule 6. The amendments enable
the appointment of two Queenslanders directors to the QCCU Board. They also permit the appointment of
non-elected skills-based directors.
8. QCCU Directors’ Statement
The Directors of QCCU have provided the following statement setting out their intentions in relation to
future management of the business.
8.1 Future Directions
The business of QCCU and Queenslanders will be integrated as soon as practical following the merger date
approved by APRA. Further details about the integration process are provided in the following sections.
8.2 Names
The name of the credit union directly following the merger will be Queensland Country Credit Union Limited
but QCCU has applied to APRA for permission to maintain use of the current name of Queenslanders Credit
Union for a transitional period after the merger.
8.3 Head office
The head office of the credit union will be the current QCCU head office located at 333 Ross River Road,
Aitkenvale QLD 4814. There will, however, be a provision for some head office duties and functions to be
completed at the current Queenslanders head office in Edward Street, Brisbane.
8.4 Branches
In line with the desire to grow the credit union in South East Queensland, the merged organisation has
committed to retaining the current Queenslanders Brisbane CBD branch, together with branch
representation in Ipswich. The current lease for the Queenslanders branch in Townsville expires prior to the
merger. While Queenslanders had made a decision to close the branch upon expiry of the lease, it will now
be retained until the official merger date to ensure continuity of service to members.
The location and number of branches comprising the combined branch network may be reviewed over time
in line with normal strategic and business plans.
8.5 Staff
The Chief Executive Officer of QCCU, Aileen Cull, will remain as Chief Executive Officer of the merged
organisation. The Chief Executive Officer of Queenslanders, John Weier, will retire as an employee and
assume a position on the Board of the merged organisation.
At transfer date, all other current staff of Queenslanders will become employees of QCCU on salary and
conditions at least equal to their overall arrangements with Queenslanders, including preservation of leave
entitlements.
A process of consultation with all current staff of Queenslanders will be undertaken prior to the transfer date.
No forced redundancies will be made as a result of the transfer for a period of six months from the date of
the Transfer.
8
Queenslanders Credit Union Limited Member Information Document8.6 Products and Services
Immediately following the merger, all products held by members of Queenslanders will continue under their
existing terms and conditions. Upon conversion of Queenslanders’ banking system into the QCCU banking
system, Queenslanders members will have access to the full range of services provided by QCCU.
Interest rates on term deposits and fixed rate home loans held at the date of the merger will remain fixed for
the remainder of the term.
Prior to the amalgamation of banking systems, Queenslanders members will be advised of the intended
conversion of existing Queenslanders products to QCCU products. Products will be mapped to QCCU
products that most closely resemble existing products used by Queenslanders members. Members will also
be advised of the process to follow if they wish to utilise different products within the QCCU product range.
Attachments 1 to 3 contain a list and comparison of products and services that QCCU and Queenslanders
currently provide including details of fees, charges and interest rates.
8.7 Shares
QCCU has no intention to issue “additional shares” under Rule 19.1 of its constitution in the
near future following the transfer.
Except as set out in this Information Document, so far as the QCCU Directors are aware, there is no other
information that is material to the making of a decision by a member whether or not to approve the transfer,
being information that is within the knowledge of directors of QCCU and has not previously been disclosed to
members of Queenslanders.
9. What if the Merger Doesn’t Proceed?
For reasons explained elsewhere in the document, the Board of Queenslanders believes the proposed
merger will provide a range of benefits to members and it is in the best interests of members and the
company for the merger to proceed.
However, if the necessary special resolution is not passed by members of Queenslanders the merger will not
proceed.
If the merger does not take place, Queenslanders will continue to operate as it has in the past. The Board,
however, expects that the competitive pressures on smaller financial institutions will continue and that
without increased scale, it will become increasingly difficult to generate future growth. This will impact the
ability of Queenslanders to provide valuable products and services to members into the future.
Inevitably, it would be likely that Queenslanders would seek another merger with an alternate partner. Given
our research to date indicates that QCCU is the most favourable merger partner, Queenslanders cannot
guarantee that a future merger proposal would be as beneficial as the one members are currently being
asked to vote on.
10. Financial Position of Queenslanders and QCCU
The following table summarises the financial position of Queenslanders and QCCU and is based on audited
financial reports for each institution as at 30th June 2016 and as at 30th June 2017. If you require further
financial information about either credit union please call or email Queenslanders Credit Union or QCCU.
Contact details are set out on the front page of this Information Document.
9
Queenslanders Credit Union Limited Member Information DocumentThere has been no material change to the position of either credit union since 30 June 2017 and members
will be advised if there are any material changes in the positions of either credit union between the date of
this Information Document and the date of Queenslanders’ Annual General Meeting.
10.1 Statement of Financial Position
Queenslanders QCCU QCCU GROUP
30-Jun-17 30-Jun-16 30-Jun-17 30-Jun-16 30-Jun-17 30-Jun-16
$000 $000 $000 $000 $000 $000
Cash 4372 9,596 24,633 12,033 25,765 12,558
Receivables from
281 234 783 4,852 783 4,852
financial institutions
Loans to members 279,877 256,764 1,379,490 1,037,818 1,379,490 1,037,818
Available for sale
1,033 1,033 - - - -
investments
Property, plant and
1,481 1,661 8,733 5,616 34,584 31,851
equipment
Investment Property - - 920 850 4,480 4,710
Financial assets at cost 2,255 1,995 2,324 2,324 2,324 2,324
Taxation assets 294 370 5,346 4,439 6,875 6,233
Intangible assets 31 46 2,948 2,587 3,349 2,769
Financial Assets held to
63390 61,417 220,672 194,396 255,916 242,550
Maturity
Financial Assets at Fair
- - - - 19,839 5,756
Value
Other Assets 281 299 3,782 4,217 6,954 6,653
TOTAL ASSETS 353,295 333,415 1,649,631 1,269,132 1,740,359 1,358,074
LIABILITIES
Deposits from members 307,248 287,561 1,493,855 1,137,198 1,482,771 1,125,545
Interest bearing
967 719 20,831 18,158 20,831 18,158
liabilities
Trade and other payables 971 1,675 10,274 13,418 26,259 27,593
Taxation liabilities 4 95 602 - 1,625 -
Provisions 771 775 2,599 2,047 9,300 7,616
TOTAL LIABILITIES 309,961 290,825 1,528,161 1,170,821 1,540,786 1,178,912
NET ASSETS 43,334 42,590 121,470 98,311 199,573 179,162
MEMBERS’ EQUITY
Redeemed preference
240 233 804 767 804 767
shares capital account
Reserves 43,094 42,357 120,666 97,544 198,769 178,395
TOTAL MEMBERS’
43,334 42,590 121,470 98,311 199,573 179,162
EQUITY
10.2 Statement of Profit or Loss
Queenslanders QCCU QCCU GROUP
10
Queenslanders Credit Union Limited Member Information Document30-Jun-17 30-Jun-16 30-Jun-17 30-Jun-16 30-Jun-17 30-Jun-16
$000 $000 $000 $000 $000 $000
Interest revenue 14,228 14,718 59,272 57,068 60,919 58,866
Interest expense -5,738 -5,947 -26,794 -25,986 -26,578 -25,808
Net interest income 8,490 8,771 32,478 31,082 34,341 33,058
Impairment losses 2 -1 -1,883 -1,178 -1,883 -1,178
Net interest income
after impairment 8,488 8,772 30,595 29,904 32,458 31,880
losses
Fee and commission
1,983 2,049 13,451 13,661 9,876 10,720
income
Profit from sale of
property, plant and - - 40 - 40 -
equipment
Other income 226 319 19,183 13,376 105,426 93,649
Net operating income 10,697 11,140 63,269 56,941 147,800 136,249
Operating expenses 9,684 10,104 56,702 51,879 142,582 127,932
Profit before tax 1,013 1,036 6,567 5,062 5,218 8,317
Income tax expense -269 -279 -1,924 -1,316 -3,323 376
Profit for the year
attributable to
743 757 4,643 3,746 1,895 8,693
members of the
company
11. Financial Position of Merged Organisation
The following table combines the financial position of the Queenslanders and QCCU businesses based on
audited financial reports for each institution as at 30th June 2016 and the 30th of June 2017. If you require
further financial information about either credit union please call or email Queenslanders Credit Union or
QCCU. Contact details are set out on the front page of this Information Document.
11
Queenslanders Credit Union Limited Member Information DocumentCombined Statement of Financial Position
Queenslanders QCCU GROUP COMBINED
30-Jun-17 30-Jun-16 30-Jun-17 30-Jun-16 30-Jun-17 30-Jun-16
$000 $000 $000 $000 $000 $000
Cash 4,372 9,596 25,765 12,558 30,137 22,154
Receivables from
281 234 783 4,852 1,064 5,086
financial institutions
Loans to members 279,877 256,764 1,379,490 1,037,818 1,659,367 1,294,582
Available for sale
1,028 1,028 - - 1,028 1,028
investments
Property, plant and
1,481 1,661 34,584 31,851 36,065 33,512
equipment
Investment Property - - 4,480 4,710 4,480 4,710
Financial assets at cost 2,249 1,942 2,324 2,324 4,573 4,266
Taxation assets 294 366 6,875 6,233 7,169 6,599
Intangible assets 31 46 3,349 2,769 3,380 2,815
Financial Assets held to
63,390 61,418 255,916 242,550 319,306 303,968
Maturity
Financial Assets at Fair
- - 19,839 5,756 19,839 5,756
Value
Other Assets 278 314 6,954 6,653 7,232 6,967
TOTAL ASSETS 353,281 333,369 1,740,359 1,358,074 2,093,640 1,691,443
LIABILITIES
Deposits from members 306,703 286,976 1,482,771 1,125,545 1,789,474 1,412,521
Interest bearing
967 719 20,831 18,158 21,798 18,877
liabilities
Trade and other payables 971 1,683 26,259 27,593 27,230 29,276
Taxation liabilities 4 95 1,625 - 1,629 95
Provisions 771 774 9,300 7,616 10,071 8,390
TOTAL LIABILITIES 309,416 290,247 1,540,786 1,178,912 1,850,202 1,469,159
NET ASSETS 43,865 43,121 199,573 179,162 243,438 222,283
MEMBERS’ EQUITY
Redeemed preference
240 234,3 804 767 1,044 1,001
shares capital account
Reserves 43,625 42,887 198,769 178,395 241,863 220,752
TOTAL MEMBERS’
43,865 43,121 199,573 179,162 243,438 222,283
EQUITY
* QCCU’s merger with ECU Australia Ltd (ECU) was finalised on 31 st March 2017. Combined forecast numbers include ECU balances
as at 30th June 2017. Combined numbers are for Group entities of both QCCU and QCU.
12
Queenslanders Credit Union Limited Member Information Document12. Third Party Advice
12.1 QCCU
QCCU used the services of BDO Audit Pty Ltd to perform a due diligence review on Queenslanders. The
results of the due diligence did not identify any matters that would be expected to materially affect the
members of QCCU on the transfer of business from Queenslanders. Bright Corporate Law advised QCCU
on legal issues.
12.2 Queenslanders
Queenslanders used the services of BDO Audit Pty Ltd to conduct a due diligence review of QCCU.
Separate partners of BDO Audit Pty Ltd were used to perform the due diligence of both entities to ensure
appropriate independence in testing and findings.
The due diligence enquiries undertaken on behalf of Queenslanders found that none of the findings were
material to the interests of Queenslanders members transferring the business to QCCU.
13. Current Directors of Queenslanders and QCCU
Queenslanders QCCU
Christine Flynn, Chair Brian (Bruno) Cullen, Chair
John Merrell, Deputy Chair Karen Read, Deputy Chair
Kenneth Campbell Michael Beard
Elizabeth Ward Patricia O’Callaghan
Robert Rush Deirdre Comerford
William Brammer Greg Nucifora
Andrew McIntyre Geoffrey (John) Gilbert
Anthony (Tony) Williamson
Richard Kennerley
14. The Proposed Merged Board
If the merger is approved, the Board of the merged organisation will include seven Directors nominated by
QCCU and two Directors nominated by Queenslanders.
The Chair of QCCU immediately prior to the merger will be the Chair of the merged organisation. The Chair
of Queenslanders immediately prior to the merger will be the Deputy Chair of the merged organisation. The
current Chief Executive Officer of Queenslanders, John Weier, will retire from his current role and become a
Director of the merged organisation. The Board of the merged organisation at transfer date will comprise:
Term
Director Qualifications Experience
ends
Bruno started his career with the then Isa Mine Employees’
Credit Union in 1977 in Mount Isa. He held various roles before
being appointed CEO and subsequently, Managing Director in
2001. In January 2003, Bruno resigned as Managing Director,
Bruno Cullen FAMI,
2018 retaining his position on the Board, to take up the role of
Chair FAICD,
Managing Director of the Brisbane Broncos – a role he held until
early 2011. Directorships of other entities include (current):
Director of Krause Health and Safety Pty Ltd; Director of
Queensland Country Health Fund Ltd.
Christine is a respected leader in the mutual sector with a
BA,
Christine Flynn strong understanding of the current context. She is an
2019 Dip.Ed,
Deputy Chair experienced consultant in the area of organisational change
FAICD
and leadership and has specialist knowledge in the fields of:
13
Queenslanders Credit Union Limited Member Information DocumentTerm
Director Qualifications Experience
ends
strategy; risk; change management; leadership development;
relationship management; and organisational culture.
Christine is an expert in Governance and works with Boards
and senior executive teams to build their governance
capability. She has extensive management experience gained
through a range of senior positions previously held within the
Public Service Sector. She has held Directorships on a number
of governance bodies.
Karen started her career at a chartered accounting firm in
Mackay. Karen has extensive experience within the mining and
resources sector including a variety of roles that have seen her
work both in Australia and abroad. From 2014 until 2016 Karen
B. Bus,
was Chief Financial Officer for the UDP Group, a consulting
FCPA,
Karen Read 2018 engineering and project practice based in Townsville.
GAICD,
Directorships of other entities include (current): Independent
MAMI.
Chairperson of Mount Isa Water Board Finance and Audit
Committee; Independent member of Finance, Audit and Risk
Committee, North West Hospital and Health Services; Deputy
Chair of Queensland Country Health Fund Ltd.
Michael is Queensland Country Credit Union’s longest serving
Board Member. Michael’s work as a chartered accountant
assists the Board with the Credit Union’s complex financial
B. Com,
reporting requirements. Michael is the Principal of a public
Michael Beard 2020 FAMI, Chartered
accounting firm and has offices in Noosa and Mount Isa.
Accountant
Directorships of other entities includes (current): Chair of
Queensland Country Health Fund Ltd. and Director Queensland
Country Care Navigation Ltd.
Patricia is the Chief Executive Officer of Townsville Enterprise,
North Queensland’s peak economic and tourism body. Her
diverse career includes four years heading up the Mount Isa
Patricia B. Bus. Chamber of Commerce and three years as the General
2019
O’Callaghan GAICD Manager of Tourism and Events at Townsville Enterprise.
Patricia was awarded the Australian Institute of Management
Young Manager of the Year. Director Queensland Country
Health Fund Ltd.
B.Comm, Greg served as the Chair of the ECU Australia Ltd Board until
CA, the merger of that organisation with Queensland Country in
Greg Nucifora 2019
MAMI, April 2017. Greg is a private client advisor with Bell Potter
GAICD Securities in Cairns.
John has extensive knowledge of the credit union industry,
having been the Chief Executive Officer of Queenslanders
DIPFS, Credit Union for the past 10 years. Prior to Queenslanders, he
John Weier 2018 MAICD, was the General Manager of the Ipswich based Discovery
FAMI Credit Union for 27 years. He is actively involved in the Ipswich
community and acts as the patron of a number of sporting and
community groups.
Tony served as a Director of the ECU Australia Ltd Board until
the merger of that organisation with Queensland Country in
Anthony (Tony) B. Comm, April 2017. He is the broker/owner of Remax Real Estate
Williamson 2020 MAMI, Services in Cairns. Previously an accountant with Price
GAICD Waterhouse, Tony has been recognised both nationally and
internationally for his achievements within the real estate
industry.
Richard joined the Board in May 2017 and brings with him
Richard
2020 GAICD extensive executive leadership and strategy experience gained
Kennerley
in domestic and international banking and across a broad range
14
Queenslanders Credit Union Limited Member Information DocumentTerm
Director Qualifications Experience
ends
of diverse industries. Richard has significant experience in
delivering business expansion, transformation and
rationalisation across a range of business sectors including
financial services, education and sports administration.
Directorships of other entities include (current): Holy Cross
Laundry, Brisbane Broncos Leagues Club and Australia China
Business Council (voluntary).
The current Directors of Queenslanders Credit Union listed below will not be Directors of the merged entity.
• John Merrell • Robert Rush
• Kenneth Campbell • William Brammer
• Elizabeth Ward • Andrew McIntyre
The current Directors of Queensland Country Credit Union listed below will not be Directors of the merged
entity:
John Gilbert Deirdre Comerford
15. Interest of Officers and Other Stakeholders in the Merger
Each director and officer of Queenslanders who is a shareholding member of Queenslanders will become a
shareholding member of QCCU.
Provided he/she remains a Director of Queenslanders until immediately before the merger, the following
Directors, who will not become Directors of QCCU, will receive payments in recognition of their service on
the last business day before the merger. Payment amounts are listed below and subject to members of the
Queenslanders Credit Union approving the payments by separate ordinary resolution at the Annual General
Meeting.
The amounts are calculated based on the terms of office served by a non-transferring Director and the
annual Director remuneration paid by Queenslanders.
Position Name Benefit
Non-transferring Director John Merrell $72,069.33
Non-transferring Director Kenneth Campbell $62,668.98
Non-transferring Director Elizabeth Ward $72,069.33
Non-transferring Director Robert Rush $62,668.98
Non-transferring Director William Brammer $56,402.08
Non-transferring Director Andrew McIntyre $31,334.49
Current Queenslanders Chair, Christine Flynn, will become a director and Deputy Chair of QCCU and will
be entitled to director’s fees on the same terms and conditions as the current directors of QCCU.
15
Queenslanders Credit Union Limited Member Information DocumentQueenslanders’ Chief Executive Officer, John Weier, will cease his employment on the merger taking
effect. He will become a director of QCCU and will be entitled to director’s fees on the same terms and
conditions as the current directors of QCCU.
Queenslanders employees who may become redundant as a result of the merger will be entitled to a
payment in accordance with the Credit Union’s current Human Resources policy or their current employment
contract where applicable.
Other than as described above or elsewhere in this Information Document:
No Director or Officer of either QCCU or Queenslanders has any interest in the proposed transfer
of business;
No Director, Officer, member or depositor of either QCCU or Queenslanders will receive any
compensation, consideration, incentive or benefit in relation to the transfer of business;
No Director, Officer, member or depositor of either QCCU or Queenslanders has any agreement
that is conditional upon the proposed transfer of business.
16. How Do Members Vote On The Merger Proposal?
The merger proposal will only be approved if members of Queenslanders pass a special resolution approving
the proposal. This means that, in order to approve the merger proposal, at least 75% of votes members of
Queenslanders cast on the resolution, at its Annual General Meeting, will need to be FOR the resolution.
Members can vote:
In person: Please arrive early if you decide to attend the Annual General Meeting, as you will need
to register your attendance on arrival.
By proxy: Even if you cannot attend the Annual General Meeting, you can vote by completing the
enclosed Appointment of Proxy and sending it back in the reply paid envelope included with this
notice. Voting by proxy is simple and is explained in the Appointment of Proxy form.
Please Note.
One member one vote prevails on a show of hands or a poll (with the possible exception that, on a
poll, members may be able to vote in different capacities).
If you wish to vote by proxy please read the Appointment of Proxy form carefully before completing it. It is
important that you complete the Appointment of Proxy form correctly otherwise your vote may not be
counted.
The Appointment of Proxy Form allows you to appoint the Chair of the Annual General Meeting as your
proxy. The Chair must exercise your proxy vote according to your direction. You may appoint other people
as your proxy, however, you should be certain that they will be attending the Annual General Meeting.
Queenslanders Credit Union Ltd has appointed BDO Audit Pty Ltd to act as Returning Officer for this
meeting.
Please Note
If you have appointed the Chair as proxy (or the Chair becomes your proxy by default) and you have not
marked any of those boxes next to Item 6 on the Appointment of Proxy Form, then you hereby direct the
Chair to vote in favour of the resolution on that item, even though Item 6 is connected with the remuneration
of a member of the Board.
16
Queenslanders Credit Union Limited Member Information DocumentWe recommend that you appoint the Chair as your proxy as it reduces the risk that your vote will not be
counted.
17. What if I have Questions about the Merger Proposal?
Queenslanders will hold an information evening on 21st of November 2017 at Brothers Leagues Club,
Ipswich, QLD at 6.00pm. This will be a forum for members to raise questions in relation to the proposed
merger. The Chairman of Queenslanders will act as moderator to facilitate discussion of the proposed
transfer of business. Members will be able to submit their completed proxy forms to this meeting.
Members are also encouraged to raise any questions in relation to the merger before the information
evening, the contact details are set out on the front page of this Information Document.
17
Queenslanders Credit Union Limited Member Information DocumentSchedule 1: Comparison of Products and Services
Products and Services QCCU Queenslanders
Member Shares One $10 Member Share One $10 Member Share
Transaction / Savings Accounts Yes – refer Schedule 2A Yes – refer Schedule 2A
Term Deposits Yes – refer Schedule 2B Yes – refer Schedule 2B
Loan Accounts Yes – referSchedule 2C Yes – refer Schedule 2C
Fees and Charges Yes – refer Schedule 3 Yes – refer Schedule 3
Statements ✓ ✓
E-statements ✓ ✓
Passbooks X X
Telephone Banking ✓ ✓
Internet Banking ✓ ✓
Mobile Banking ✓ ✓
Mobile Apps (transactional banking) ✓ X
CueCard / Redicard ✓ ✓
Cheque Books ✓ ✓
Visa Debit Card ✓ ✓
Visa Credit Card ✓ X
Mastercard* N/A ✓
BPAY ✓ ✓
Bank@Post ✓ X
ATM/Eftpos ✓ ✓
Periodic Payments ✓ ✓
Direct Debit and Credits ✓ ✓
Counter Cheques ✓ ✓
Telegraphic Transfers ✓ ✓
General Insurance ✓ ✓
Consumer Credit Insurance ✓ ✓
Life Insurance ✓ ✓
Mortgage Protection Insurance ✓ ✓
Travel Insurance ✓ ✓
Financial Planning Services ✓ ✓
Secure SMS ✓ ✓
Branch Cash $5,000 per member /day $2,000 per member/day
Internet Banking -External Transfer $10,000 per member /day $10,000 per member/day
B-Pay Transfer $10,000 per member /day $10,000 per member/day
ATM & EFT using card and PIN $1,550 per member /day $1,050 per card /day
* Product issued via third party arrangement with Citibank.
18
Queenslanders Credit Union Limited Member Information DocumentSchedule 2: Comparison of loans, savings and term deposit products
Schedule 2A: Comparison of savings and transaction account products
2A.1 Transaction Accounts QCCU Queenslanders
Product Name All Access Action Account Basic Account LiveFree Account
$1 to 4,999 0.00% $0 to $4,999 0.00% $
Interest Rate 1 $1+ 1.00%
$5,000+ 0.01% $5,000+ 0.10%
Interest Calculation Daily on full balance Daily on portion of balance + Minimum monthly balance
Interest Paid Monthly Six monthly
Min. opening balance Nil $1
Available for
Eligibility requirements N/A N/A N/A
18 to 30 year olds
2A.2 Business Transaction
QCCU Queenslanders
Accounts
Product Name Business Cheque Account Business Basic Account Business Plus Account Action Account
$1 - $9,999 0.10%
$1 - $4,999 0.00% $1 - $4,999 0.00% $0 to 4,999 0.00%
$10,000-$19,999 0.40%
Interest Rate $20,000-$99,999 0.65%
$5,000+ 0.01% $5,000+ 0.01% $100,000-$499,999 1.40% $5,000+ 0.10%
$500,000+ 1.65%
Interest Calculation Daily on minimum monthly balance Daily on full balance Daily on portion of balance Daily on portion of balance
Interest Paid Monthly Monthly Monthly Six monthly
Min. opening balance Nil Nil Nil $1
19
Queenslanders Credit Union Limited Member Information Document2A.3 Pensioner Accounts QCCU Queenslanders
Product Name Pension Plus Pensioner Account
$0 < $49,200 1.35% $0 - $48,600 1.50%
Balance Tiers
$49,200+ 2.60% $48,600+ 3.00%
Interest Calculation Daily on portion of balance Daily on portion of balance
Interest Paid Monthly 6 monthly
Min. Opening Balance Nil $1
Eligibility requirements 65years and over and receiving government pension 65years and over and receiving government pension
2A.4 Savings Accounts QCCU Queenslanders
Product Name Bonus Saver Online /Business Online Saver Go Saver
Balance Tiers Base rate plus bonus – see below $1+ 1.70% $ $1+ 2.30%
$1+ 1
Base Rate $1+ 0.01%
+
Bonus Rate $1+ 2.59%
N/A N/A
Requires deposit of $20 or more with no
Bonus Rate Qualifier withdrawals per month
Interest Calculation Daily on full balance Daily on full balance
Interest Paid Monthly Monthly
Min. Opening Balance Nil $1
2A.5 Student / Apprentice Accounts QCCU Queenslanders
Product Name Learners and Earners All Access Future Start Account
$1 - $4,999 0.00%
Balance Tiers Base rate plus bonus – see below
$5,000+ 0.01%
Base Rate $1+ 0.01%
Bonus Rate $1+ 2.59%
N/A
Requires deposit of $5 or more with no No comparable products
Bonus Rate Qualifier more than 1 withdrawal per month
Interest Calculation Daily on full balance
Interest Paid Monthly
Min. Opening Balance $0
Eligibility requirements 18 -23 full-time student or apprentice
20
Queenslanders Credit Union Limited Member Information Document2A.6 Cash Management Accounts QCCU Queenslanders
Product Name Cash Management Account Money Maker Account
$1 - $9,999 0.10% $0 - $4999 0.00%
$10,000 - $19,999 0.40% $5,000 - $19,999 0.20%
Balance Tiers $20,000 -$99,999 0.65% $20,000-$49,999 0.95%
$100,000 - $499,999 1.40% $50,000-$99,999 1.45%
$500,000 + 1.65% $100,000 + 2.20%
Interest Calculation Daily on portion of balance Daily on full balance
Interest Paid Monthly Monthly
Min. Opening Balance Nil $1
2A.7 Children’s Accounts QCCU Queenslanders
Product Name Star Account Junior Saver Account
Balance Tiers Base rate plus bonus – see below $1+ 0.50%
Base Rate $1+ 0.01%
N/A
Bonus Rate $1+ 2.59%
Requires deposit of $5 or more with no more N/A
Bonus Rate Qualifier
than 1 withdrawal per month
Interest Calculation Daily on full balance Daily on full balance
Interest Paid Monthly Six monthly
Min. Opening Balance Nil $1
Eligibility requirements Under 18 Under 18
2A.8 Mortgage Offset Accounts QCCU Queenslanders
Product Name Mortgage Offset Account Mortgage Offset Account
Balance Tiers N/A N/A
Offset type 100% offset 100% offset
Eligible Loan Types Variable and fixed rate home loans. Variable and fixed rate home loans.
2A.9 Christmas Club Accounts QCCU Queenslanders
Product Name Christmas Club Christmas Club
Balance Tiers $1+ 1.25% $1+ 0.25%
Interest Calculation Daily on full balance Daily on full balance
Interest Paid Monthly Annually
Min. Opening Balance Nil $1
21
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