De-Amalgamation – what does the legislation say?

 It’s an interesting concept – just like an amalgamation is not a purchase, a de-amalgamation is not a sale.

In an amalgamation, the assets and liabilities of the dissolved club are transferred to the amalgamated entity, creating a unified Balance Sheet. During a de-amalgamation, this process is effectively reversed. A new Balance Sheet is prepared for the de-amalgamated club following careful evaluation and agreement. The intent is to ensure that both the de-amalgamated club and the parent club are financially viable moving forward.

The legislative framework for this process is outlined in Division 1B, Section 17AJ of the Registered Clubs Act 1976. One aspect of the process is the transfer of assets and, potentially, a sum of money known in the legislation as “consideration.” This is not a purchase price, but rather an amount agreed between the parties just like the transfer of assets which may include tangible property, gaming machine entitlements, or leasehold interests.

You can read the legislation (Registered Clubs Act 2015) here.

So, in our situation… Vincentia Golf Club merged with St Georges Basin Country Club in 2017 and the two became one, with Vincentia becoming the dissolved club. In December 2024, the Board of the Country Club voted unanimously to approve de-amalgamation of Country Club Vincentia.

The de-amalgamation process is initiated by an Expression of Interest (EOI). In this case, the CC released an EOI on the 28 January 2025 calling for interest in a re-amalgamation which is a process that would involve de-amalgamation followed by a new amalgamation with another registered club. The newly formed JBCSC submitted an EOI for a stand-alone de-amalgamation under the Act in February. The current situation is that no other EOIs are still on the table and, as requested by CC, JBCSC submitted a letter of offer last Friday (20th June).

The Independent Liquor and Gaming (ILGA) are very important in the de-amalgamation process. They are “the Authority” for the Act. ILGA oversee the de-amalgamation process and the requirements the Act places on the parent club and the new club. They need to approve items such as a transfer of the liquor licence, business plans and financial viability assessments (for both clubs going forward), the new club’s constitution and its ability to become a Registered Club.

Members get a say with a vote - providing their membership is current, on whether to agree to de-amalgamate. To quote from the Act “at separate extraordinary general meetings of the ordinary members of the parent club and the members of the dissolved club”.

This means, two separate votes - for current Country Club members, and for the “dissolved club”, those who were members of Vincentia Golf Club at the time of amalgamation in 2017 and are current financial members of the Country Club.

In summary, Vincentia was not bought by the Country Club and is not going to be sold to JBCSC. Rather, the process involves the transfer of assets and liabilities under the de-amalgamation provisions in the Act with the “consideration” $ amount to be agreed by the parties.

Let’s hope that both parties can move forward through this process and negotiate a de-amalgamation outcome in good faith. Hopefully this can happen as quickly as possible understanding there is still a lot of work to do - we will all need to be patient.