Australian Securities and Investments Commission Class Order [Co 02/926] (Cth)

Australian Securities and Investments Commission

Corporations Act 2001 — Sections 655A and 673 — Revocation and Declaration

Under sections 655A and 673 of the Corporations Act 2001 (the “Act”) the Australian Securities and Investments Commission (“ASIC”) hereby revokes Class Order [00/453]. 

And under sections 655A and 673 of the Act ASIC hereby declares that Chapters 6 and 6C of the Act apply in relation to the class of persons described in Schedule A, in the case referred to in Schedule B, as if:

1.         section 12 were modified or varied by adding the following subsection: 

“(6)      For the purposes of an associate reference in:

(a)section 610;

(b)the definition of “substantial holding” in section 9; and

(c)section 671B,

no association arises between a Put Warrant issuer and a Put Warrant holder merely because of the Put Warrant.

Note: Section 609(6C) defines Put Warrant, Put Warrant issuer and Put Warrant holder.”; and

2.         section 609 were modified or varied by inserting after subsection 609(6) the following subsections:

“(6A)   A Put Warrant issuer does not have a relevant interest in a security merely because:

(a)        the Put Warrant holder has an option, under the terms of the Put Warrant, to require the Put Warrant issuer to acquire the security; or

(b)       under the Put Warrant or a trust securing the obligations of the Put Warrant issuer or Put Warrant holder under the Put Warrant, the Put Warrant issuer can exercise power to control the voting or disposal of the security only where:

(i)         the option under the Put Warrant is exercised; or

(ii)        the option under the Put Warrant expires unexercised; or

(iii)       the Put Warrant issuer enforces the terms of the trust; or

(iv)       the Put Warrant holder defaults under the Put Warrant,

unless and until an event referred to in this paragraph (b) occurs.

(6B)     If a Put Warrant issuer has a relevant interest in a security because subsection (6A) ceases to apply, the Put Warrant issuer is taken to acquire a relevant interest in the security at that time, by a transaction in relation to the security.

(6C)     For the purposes of this section and subsection 12(6):

(a)        A “Put Warrant” is a put warrant in relation to Equity Securities for the purposes of the operating rules of Australian Stock Exchange Limited which:

(i)was issued pursuant to an Offering Circular or Product Disclosure Statement; and

(ii)        has been admitted to trading status in accordance with the operating rules of Australian Stock Exchange Limited.

(b)          A “Put Warrant issuer” is a person who has issued a Put Warrant.

(c)          A “Put Warrant holder” is a person who has a legal or equitable interest in a Put Warrant.

(d)“Offering Circular” has the same meaning as is given in the operating rules of Australian Stock Exchange Limited.”.

SCHEDULE A

1.         A Put Warrant issuer.

2.         A person who acquires and holds a Put Warrant, for the period the person holds the Put Warrant.

3.         Any person who, but for this Class Order, would have a relevant interest in, or voting power in relation to, any securities as a result of a person acquiring or holding a Put Warrant.

SCHEDULE B

The calculation of the relevant interests, voting power or substantial holdings of a person in the class of persons described in Schedule A, where the Offering Circular or Product Disclosure Statement for the Put Warrant stated that this Class Order, Class Order [00/453] or Class Order [99/843] was to apply.

Interpretation

For the purposes of Schedules A and B, “Put Warrant” and “Put Warrant issuer” have the meanings given to those terms above in this instrument.

Dated the 10th day of September 2002

Signed by Brendan Byrne

as a delegate of the Australian Securities and Investments Commission