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A meeting of the Council was deemed to be held on Friday 11th June, 1999,
when the members of Council voted on circulated resolutions.
Valid votes were received from:
The Chancellor, Sir Edward Woodward (in the Chair)
The Deputy Chancellor (Dr N G Curry)
The Deputy Chancellor (Ms F S Marles)
The Vice-Chancellor (Professor A D Gilbert)
The President of Academic Board (Professor S A Walker)
Professor J A Angus, Mr T L Anning, Mr P Allen, Mr L J Carden, Mr Justice
Chernov, Mr D A Crawford, Mr J S Doyle, Hon B Forwood, Professor Lim
Pin, Ms E M Proust, Mr I Renard, and Associate Professor M R Theobald,
Ms Walter declared a conflict of interest, and abstained from
voting.
Business
Resolutions taken to have been passed pursuant to Section 14A of the
Melbourne University Act 1958
Financing the Melbourne University Square Project:
| 1 |
Council approved the following transactions ("Transactions")
for or in connection with the funding of the development of the academic
buildings to be built by Equiset Pty Ltd in Melbourne University Square
precinct: |
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1.1 |
the obtaining of financial accommodation from the National
Australia Bank Limited ("Financier") of up to $150,000,000 by way
of a bill of acceptance and discount facility (as contemplated in
the offer letter and term sheet from the Financier dated 22 December
1998); and |
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1.2 |
the entry into an ISDA Master Swap Agreement and the
individual swap transactions under that agreement in connection with
the University's exposure to interest or discount rate fluctuations
under the $150,000,000 facility with the Financier; and |
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1.3 |
1.3 the grant of the following securities to the Financier
to secure the obligations of the University under the $150,000,000
facility referred to in paragraph (a) (i) above and under the swap
transactions referred to in paragraph (a) (ii) above: |
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- a real property mortgage or mortgages over all of the land owned
or to be acquired by the University on which academic buildings
in the University Square precinct will be constructed; and
- a mortgage of cash or securities as required by the Financier.
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| 2 |
Council authorised the execution by the University of
the bill acceptance and discount facility agreement, swap agreement
and securities and all other documents considered necessary or desirable
by the Vice-Chancellor or the Vice-Principal (Corporate Services)
or by the Financier to give effect to, or in connection with, the
Transactions (collectively the "Financing Documents"), the nature
and terms of which are to be finalised between the Vice-Principal
(Corporate Services) on behalf of the University and the Financier. |
| 3 |
Council appointed the following persons to act as the University's
Authorised Officers (as defined in the Financing Documents) for
the purposes of the Transactions and any other actions contemplated
in the Financing Documents and authorised them to execute drawdown
notices and other documents or notices in connection with the Financing
Documents:
Professor Alan David Gilbert or any subsequent Vice-Chancellor
of the University
Dr James Baildon Potter
Mr David Rowland Percival; or any subsequent Vice-Principal (Corporate
Services) of the University
Mr Ian Marshman or any subsequent Vice-Principal (Administration)
of the University
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| 4 |
Council resolved that the University perform all its
obligations under the Financing Documents |
| 5 |
Council noted the following: |
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5.1 |
the execution by the University of the Financing Documents,
and the entry into the Transactions will benefit the University; |
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5.2 |
in deciding to commit the University to the Transactions
and the Financing Documents, the members of Council will be acting
for a proper purpose and in accordance with the Melbourne University
Act (Vic) 1958 and the statutes of the University; and |
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5.3 |
5.3 the University will be entering into Transactions
and the Financing Documents in its personal capacity and not in the
capacity of the trustee of any trust. |
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