Amendments of the Companies Regulations (ACT)
Regulations 1972 No. 3
Regulations under the Companies Ordinance 1962-1971.*
| 1 IVOR | 1962-1971. |
J O H N G R E E N W O O D , the Attorney-General of the Commonweal th ,
| , hereby make the following Regulations under the Companies | Ordinance |
| Da ted this second day of May, 1972. |
IVOR J. G R E E N W O O D Attorney-General .
A M E N D M E N T S O F T H E C O M P A N I E S R E G U L A T I O N S !
| 1. Regulation 2 of the Companies Regulat ions is amended by inserting after the words and | figures— |
" Par t I I I .—Genera l Provisions relating to F o r m s and other Documents
(Regulat ions 8 -21) . "
| the words and | figures— |
" P a r t IV.—Substant ial Shareholdings and Take-overs (Regulat ions 22-
2 4 A ) . " .
2 . Regulations 14 and 15 of the Companies Regulations are repealed.
3 . After Par t I I I . of the Companies Regulat ions the following Part is
inse r ted :—
" P A R T I V . — S U B S T A N T I A L S H A R E H O L D I N G S A N D T A K E - O V E R S .
| t Regulations 1962, N o . 4 , as amended by Regulations 1962, N o . 10; and 1970, N o . 1. |
" 2 2 . Fo r the purposes of paragraph (c ) of sub-section (9 . ) of section 6A
of the Ordinance, the following offices are prescribed offices:—
(a ) Registrar of Companies ;
(b) Cura to r of Estates of Deceased Persons under the Administration
and Probate Ordinance 1929-1970;
( c ) Registrar of the Supreme Cour t ; (d) an office in or of a State or another Territory that is, by regulations as in force for the time being under, and for the purposes of, the provisions of the law of that State or other Terr i tory that correspond to the provisions of paragraph (c ) of sub-section (9 . ) of section 6A of the Ordinance, a prescribed office for the purposes of those
corresponding provisions;
| • Notified in the Commonwealth | Gazette on 4 May 1972. |
(e) a trustee of the estate of a bankrupt under the Bankruptcy Act 1966-1969 or a trustee of the estate of a bankrupt under the Bankruptcy Act 1924-1965 continued in office under the first-
ment ioned Act;
( / ) the Controller of Enemy Proper ty appointed under the National Security (Enemy Proper ty) Regulations.
" 2 3 . F o r the purposes of paragraph {d) of sub-section (9 . ) of section 6A of the Ordinance, an interest of The Official Receiver in Bankruptcy in a share is a prescribed interest in a share.
" 24. F o r the purposes of Par t V I A . of the Ordinance and of the Ten th Schedule to the Ordinance, the following Stock Exchanges are prescribed Stock Exchanges :—
Brisbane Stock Exchange;
Hobar t Stock Exchange;
Stock Exchange of Adelaide;
Stock Exchange of Melbourne;
Stock Exchange of Per th ;
Sydney Stock Exchange." 2 4 A . — ( 1 . ) Expressions that are defined in section 180A of the Ordinance for the purposes of Par t V I A . of, and of the Tenth Schedule to, the Ordinance have, in this regulation, the same respective meanings as they have for the purposes of that Part and of that Schedule.
" (2 .) F o r the purposes of this regulation, each of the following documents ,
being a document made or given in pursuance of Part V I A . of the Ordinance,
is a prescribed d o c u m e n t : — (a) a Part A statement; (b) a Part B statement; (c) a take-over offer;
(d)
a notice under sub-section (2.) of section 180N of the Ordinance; and
(e) a notice under sub-section (3.) of section 180N of the Ordinance.
" (3 . ) A n offeror who gives, in accordance with paragraph (b) of sub-section ( l . ) of section 180c of the Ordinance, a Part A statement to an offeree company shall lodge, as required by sub-regulation (8 . ) of this regulation, a signed copy of the statement with each of the Stock Exchanges specified in the last preceding regulation on the official list of which shares in the offeree company are listed for quotat ion. " (4 . ) An offeree company which, having received a Part A statement, gives, in accordance with section 180G of the Ordinance, to the offeror, or to each holder of shares to which that s tatement refers a Part B statement shall lodge, as required by sub-regulation (8 . ) of this regulation, a signed copy of the Par t B statement with each of the Slock Exchanges specified in the last preceding regu lation on the official list of which shares in the offeree company are listed for quotat ion.
" (5.) A n offeror who has dispatched a take-over offer shall lodge, as required by sub-regulation (9.) of this regulation, with the Registrar a signed copy of the notice given in pursuance of paragraph (b) of sub-section (1 . ) of section 180H of the Ordinance .
" (6 . ) An offeror who has dispatched the first take-over offer under a take over scheme shall lodge, as required by sub-regulation (8.) of this regulation, a copy of that take-over offer with each of the Stock Exchanges specified in the last preceding regulation on the official list of which shares in the offeree company are listed for quotat ion.
" (7 . ) An offeror who has caused to be published, in accordance with sub section (2 . ) or (3 . ) of section 180N of the Ordinance, a notice in a newspaper referred to in sub-section (5 . ) of that section shall lodge, as required by sub- regulation (9 . ) of this regulation, with the Registrar, a signed copy of the notice.
" (8 . ) A signed copy of a prescribed document that is required by sub- regulation ( 3 . ) , (4 .) or (6 . ) of this regulation to be lodged with a Stock Exchange shall be so lodged—
(a) by delivering the signed copy to the office of the Stock Exchange—
(i) on the day on which the prescribed document is given or dis patched; or
(ii) if that office is not open for business on the day on which the prescribed document is given or dispatched or has on that day closed for business before the time at which the prescribed document is given or dispatched, on the next day on which that office is open; or
(b) by posting, on the day on which the document is given or dispatched, the signed copy as a letter under pre-paid post in an envelope addressed to the Stock Exchange at its address.
" (9 . ) A signed copy of a prescribed document that is required to be lodged by sub-regulation (5.) or (7 . ) of this regulation with the Registrar shall be so lodged—
(a) by delivering the signed copy to the office of the Registrar—
(i) on the day on which the prescribed document is dispatched or published; or
(ii) if the office of the Registrar is not open for business on the day on which the prescribed document is dispatched or published or has, on that day, closed for business before the time at which the prescribed document is dispatched or business; or published, on the next day on which the office is open for
(b)
by posting, on the day on which the document is dispatched or published, the signed copy as a letter under pre-paid post in an envelope addressed to the Registrar at his office.
| " 24B . Fo r | the purposes | of | F o r m | 51A , F o r m | 51B , F o r m | 52 or F o r m | 53 , |
where the shares in the company referred to in that form are not divided into two or more classes, the form may be appropriately altered to refer to those shares.".
4. The First Schedule to the Companies Regulations is amended—
(a ) by inserting after the words and figures—
" 64 (6.) . . I Certificate of lodgment of order of Supreme Court I
I confirming reduction of share capital . . . . I 2 2 "
the words and figures— " 69H (1.) . . I Notice by substantial shareholder holding voting I
shares as trustee for non-resident . . | 22A ";
(b) by inserting after the words and figures—
"171(3 . ) . . I Notice by inspector . . . . . . . . I 5 1 " the words and figures—
"180x(3 . ) . . Notice by offeror of take-over offers to dissenting
offeree . . . . . . . . 5 1 A
180Y (2.) . . Notice by offeror of take-over offers to remaining
shareholders.. . . . . . . . . 51B";
and
(c) by omitting the figures " 185 (4.) " and inserting in their stead the
figures " 185 (6 . ) ".
5. The Second Schedule to the Companies Regulations is amended by
inserting after F o r m 22 the following F o r m : — FORM 22A.
AUSTRALIAN CAPITAL TERRITORY.
Companies Ordinance. Section 69H (1.) .
NOTICE BY SUBSTANTIAL SHAREHOLDER HOLDING VOTING SHARES
A S TRUSTEE FOR N O N RESIDENT.
To: of WHEREAS I, , am the holder of voting shares [or voting shares included
in class of shares] in : A N D WHEREAS you are a person who is not resident in Australia [or a body corporate that
is not incorporated in Australia] and you have an interest in those shares within the meaning of
section 6A of the Companies Ordinance 1962-1971: N o w THEREFORE I hereby give you notice under sub-section ( 1 . ) of section 69H of that Ordinance as to the requirements of Division 3A of Part IV. of that Ordinance, that is to say:
1. A substantial shareholder in a company incorporated under that Ordinance (that is to say, a person who has an interest within the meaning of section 6A of that Ordinance in one or more voting shares [or voting shares included in that class) in the company the nominal value of which, or the aggregate of the nominal values of which, is not less than one-tenth of the nominal value of all the voting shares [or voting shares included in that class] in the company) is required under section 69D of that Ordinance to give notice in writing to the company within the period prescribed by that section or as extended by section 69 j of that Ordinance stating his name and address and full particulars of those voting shares, of each such interest and of the circumstances (including circumstances described in section 69o of that Ordinance) by reason of which he has that interest.
2. Where there is a change within the meaning of section 69E of that Ordinance in such an interest or interests of such a substantial shareholder, he is required under that section to give notice in writing to the company stating his name and full particulars of the change within the period prescribed by that section or as extended by section 6 9 J of that Ordinance. 3. A person who ceases to be such a substantial shareholder is required under section 69F of that Ordinance to give notice in writing to the company within the period of fourteen days after ceasing to be a substantial shareholder or within that period as extended by section 69J of that Ordinance stating his name and the date on which he ceased to be a substantial shareholder and full particulars of the circumstances (including circumstances described in section 69G of that Ordinance) by reason of which he so ceased to be a substantial shareholder. * I know [or have reasonable grounds for believing] that the interest you hold in the voting shares is held for another person [or other persons] and I direct you in pursuance of section 69H of that Ordinance to give this notice, or a copy of it, to that other person [or to each of those other persons].
Dated this day of , 1 9 [Signature of
substantialshareholder]
* Strike out j f inapplicable.
6. T h e Second Schedule to the Companies Regulations is amended by
omitt ing Forms 52 and 53 and inserting in their stead the following F o r m s : —
FORM 51A.
AUSTRALIAN CAPITAL TERRITORY.
Companies Ordinance. Section 1 8 0 x ( 3 . ) .
NOTICE BY OFFEROR OF TAKE-OVER OFFERS TO DISSENTING OFFEREE.
| To: | of |
| WHEREAS take-over offers that constituted a take-over scheme within the meaning of Part VIA. of the Companies | Ordinance | 1962-1971 (not being take-over offers constituted by invita |
tions within the meaning of that Part) have been made by (in this notice called " the offeror" [or, where two or more persons constitute the offeror, in this notice together called "the offeror"]) in respect of certain shares, that is to say, all the shares included in class of shares in (other than shares to which the offeror [or any of the persons constituting the offeror] is entitled as provided by that Part):
A N D WHEREAS the last day (disregarding any extension under sub-section (3.) of section
180L of that Ordinance) upon which a take-over offer under the take-over scheme was open for
| acceptance was the | day of | , 19 | : |
A N D WHEREAS you arc a dissenting offeree, that is to say, you are [or are entitled to be registered as] the holder of shares included in that class but have not accepted the take-over offers in respect of the outstanding shares included in that class held by you:
A N D WHEREAS the take-over offers in respect of shares included in that class and representing not less than nine-tenths of the nominal amount of the shares subject to acquisition have been accepted [or representing less than nine-tenths of the nominal amount of all shares included in that class have been accepted by not less than three-quarters of the offerees];
N o w THEREFORE the offeror hereby gives you notice under sub-section (3.) of section 180x of that Ordinance that the offeror desires to acquire as provided by that section the outstanding shares included in that class held by you.
You are entitled under sub-section (9.) of section 180x of that Ordinance, by notice in writing served on the offeror within one month after the date on which this notice is given, to ask the offeror for a statement in writing of the names and addresses of all other dissenting offerees.
| Unless, on application made by you within one month after the date on which this notice sub-section (9.) of section 180x of that Ordinance, whichever is the later, the Supreme Court of is given, or within fourteen days after the statement asked for by you is supplied to you under | the Australian Capital Territory orders otherwise, the offeror will be entitled and bound to |
| acquire the outstanding shares held by you on the terms applicable under the take-over offers. | |
| * You are entitled by notice in writing given to the offeror within one month after the date on which this notice is given, or within fourteen days after the statement asked for by you is supplied to you under sub-section (9.) of section 180x of that Ordinance, whichever is the later, to specify which of the terms offered under the take-over offers you prefer, and the terms so specified will apply to the acquisition of the outstanding shares held by you. |
| Dated this | day of | , 19 |
[Signature(s) of
offeror(s) or
of director(s) or secretary or secretaries of offeror company or companies]
• Strike out if alternative terms were not offered under the take-over offers.
FORM 51B.
AUSTRALIAN CAPITAL TERRITORY.
Companies Ordinance. Section 180Y (2.) .
NOTICE BY OFFEROR OF TAKE-OVER OFFERS T O REMAINING SHAREHOLDERS.
To: of WHEREAS take-over offers under a take-over scheme within the meaning of Part V I A . of the Companies Ordinance 1962-1971 have been made by (in this notice, called " the offeror" [or, where two or more persons constitute the offeror, together called the "offeror"]) in respect of shares included in class of shares in :
N o w THEREFORE the offeror hereby gives you notice under sub-section ( 2 . ) of section 180Y of that Ordinance that, on the day of , 19 , the aggregate nominal value of shares included in that class to which the offeror [or any of the persons constituting the offeror] became entitled in consequence of the take-over offers, and any other shares included in that class to which the offeror [or any of the persons constituting the offeror] was entitled before the take-over offers were despatched, became not less than nine- tenths of the nominal value of the issued shares included in that class.
Unless you have been given notice under sub-section (3.) of section 180x of that Ordinance in accordance with Form 51A of the Second Schedule to the Companies Regulations, you, as the holder of remaining shares included in that class, arc entitled, within three months after the giving of this notice, to require the offeror to acquire shares included in that class of which you are the holder.Unless otherwise agreed or as the Supreme Court of the Australian Capital Territory, on your application or on the application of the offeror, otherwise thinks fit to order, if you so require the offeror to acquire those remaining shares held by you, the offeror will also be and bound to acquire those shares on the terms on which shares were acquired under the take-over scheme.
* You are entitled, within three months after the date on which this notice is given, to elect which of the alternative terms you were offered in respect of those remaining shares in take-over offers under the take-over scheme you will accept.
* Unless otherwise agreed or as the Supreme Court of the Australian Capital Territory, on your application or on the application of the offeror, otherwise thinks fit to order, if you so require the offeror to acquire those remaining shares held by you, the offeror will also be entitled and bound to acquire those shares on the terms for which you have elected or, where you have not so elected, for whichever of the terms the offeror determines.
Dated this day of , 19
[Signature^) of offeror(s) or of director(s) or secretary or
secretaries of
offeror company or companies]
* Strike out if alternative terms were not offered under the take-over offers.
FORM 5 2 . AUSTRALIAN CAPITAL TERRITORY.
Companies Ordinance. Section 185 (1 . ) .
NOTICE TO DISSENTING SHAREHOLDER.
To: of WHEREAS (in this notice called "the transferee") on the
day of , 19 , made an offer to the holders of shares included in
class of shares in for the transfer of those shares to the transferee: A N D WHEREAS the scheme or contract involving that transfer of those shares to the transferee
was, up to the day of , 19 , approved by the holders of not less than nine-tenths in nominal value of the shares included in that class (other than shares already held at the date of the offer by the transferee or by a nominee for the transferee [or, where the transferee is a company, by its subsidiary]):
A N D WHEREAS you are a dissenting shareholder of shares included in that class, that is to
say, a shareholder who has not assented to that scheme or contract [or has failed or refused to
transfer those shares to the transferee in accordance with that scheme or contract]:
| N o w THEREFORE the transferee hereby gives you notice under sub-section (1.) of section 185 of the Companies | Ordinance | 1 9 6 2 - 1 9 7 1 that the transferee desires to acquire those shares |
| held by you. |
You are entitled under sub-section (5.) of that section to require the transferee, by demand in writing served on the transferee within one month after the date on which this notice is given, to furnish to you a statement in writing of the names and addresses of all other dissenting shareholders as shown in the register of members.
Unless on application made by you within one month after the date on which this notice is given or within fourteen days after the date on which the statement is supplied to you under sub-section ( 5 . ) of that section, whichever is the later, the Supreme Court of the Australian Capital Territory orders otherwise, the transferee will be entitled and bound, subject to that section, to acquire those shares on terms on which, under that scheme or contract, the shares of the approving shareholders are to be transferred to the transferee.
* You are entitled, not later than the expiration of one month after the date on which this notice is given or fourteen days after the date on which the statement is supplied to you under sub-section ( 5 . ) of that section, whichever is the later, to elect which of the alternative terms offered to approving shareholders under the scheme or contract you prefer and, if yon fail to make the election within the time allowed, the transferee will be entitled, unless the Supreme Court of the Australian Capital Territory otherwise orders, to determine which of those terms is to apply to the acquisition of the shares held by you.
| Dated this | day of | , 19 |
[Signature o)
transferee]
• Strike out if alternative terms were not offered under the scheme or contract.
FORM 5 3 . AUSTRALIAN CAPITAL TERRITORY.
Companies Ordinance. Section 185 ( 6 ) .
NOTICE TO NON-ASSENTING SHAREHOLDER.
| To: | of |
| WHEREAS | (in this notice called "the transferee") on the |
| day of | , 19 | , made an offer to the holders of shares included in |
| class of shares | for the transfer of those shares to the transferee: |
| A N D WHEREAS the scheme or contract involving that transfer of those shares to the transferee |
was, up to the day of , 19 , approved by not less than nine-tenths in nominal value of the shares included in thai class (other than shares already held at the date of the offer by the transferee or by a nominee for the transferee [or, where the transferee is a company, by its subsidiary]):
A N D WHEREAS you are one of the holders of remaining shares included in that class and have not, at the date on which this notice is given, assented to the scheme or contract or been given notice in respect of those shares by the transferee in accordance with Form 52 of the Second Schedule to the Companies Regulations:
N o w THEREFORE the transferee hereby gives you notice under sub-section ( 6 . ) of section
| 1 8 5 of the Companies | Ordinance | 1 9 6 7 - 1 9 7 1 that, in pursuance of that scheme or contract, |
| the transferee, on the | day of | , 1 9 | , became bene |
ficially entitled to shares in that company, and those shares, together with any other shares in that company to which the transferee [or, where the transferee is a company, the transferee or its subsidiary] is entitled, comprise or include nine-tenths in nominal value of the shares included in that class.
You are entitled under sub-section ( 6 . ) of that section, within three months after the date on which this notice is given, to require the transferee to acquire your shares.
* You are also entitled under sub-section (6.) of that section, within three months after the date on which this notice is given, to elect which of the alternative terms offered to approv ing shareholders under the scheme or contract you will accept.
If you so require the transferee to acquire the shares held by you, the transferee will be entitled and bound to acquire those shares on the terms on which, under the scheme or contract, the shares of the approving shareholders were transferred to the transferee [or, where alternative terms were offered to those shareholders, on the terms on which, under the scheme or contract, the shares of the approving shareholders were transferred to the transferee and on the terms for which you have elected or, where you do not so elect, for whichever of the terms the transferee determines] or on such other terms as are agreed or as the Supreme Court of the Australian Capital Territory, on your application or that of the transferee, thinks fit to order.
Dated this day of , 19 [Signature of
transferee]
• Strike out if alternative terms were not offered under the scheme or contract.
7. T h e Companies Regulations are a m e n d e d —
(a) by omitting from sub-regulation (1.) of regulation 10 the words " Five thousand pounds " and inserting in their stead the words " Ten thousand dollars "; (b) by omitting from regulation 75 the words " Twenty pounds " and
inserting in their stead the words " For ty d o l l a r s " ; (c) by omitting from Form 3 in the Second Schedule the words " Five thousand d o l l a r s " and inserting in their stead the words " Ten
thousand dollars ";(d) by omit t ing from F o r m s 15, 17, 18, 28 , 29, 30, 3 1 , 39, 45 , 49 , 56 and 58 in that Schedule the symbols " £ " (wherever occurr ing) and " £ s. d." (wherever occurr ing) and inserting in their stead the symbol " $ "; and (e) by omitting from Forms 21 and 34 in that Schedule the word
" p o u n d s " (wherever occurr ing) and inserting in its stead the word " dollars ".
8. Fo r the purposes of the application of the Companies Ordinance 1962- 1969 as provided by sub-section (2 . ) of section 12 of the Companies Ordinance 1971 , the Companies Regulations as in force immediately before the commence ment of this regulat ion cont inue, notwithstanding these Regulations, to apply to and in relation t o a take-over scheme referred to in that sub-section.
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