Companies (Acquisition of Shares) (Application of Laws) Act 1981 (TAS)

Companies (Acquisition of Shares) (Application of Laws) Act 1981

An Act relating to the application of laws to regulate the acquisition of shares in companies incorporated in Tasmania and matters connected therewith, to amend the Companies Act 1962 , and for other purposes

[Royal Assent 20 May 1981]

Be it enacted by His Excellency the Governor of Tasmania, by and with the advice and consent of the Legislative Council and House of Assembly, in Parliament assembled, as follows:

1Short titleThis Act may be cited as the Companies (Acquisition of Shares) (Application of Laws) Act 1981 . 2Commencement (1)  This section and section 1 shall commence on the date of assent to this Act. (2)  Except as provided in subsection (1) , this Act shall commence on such date as may be fixed by proclamation. 3Interpretation (1)  In this Act, unless the contrary intention appears – Agreement means the agreement made on 22nd December 1978 between the Commonwealth and the States in relation to a proposed scheme for the co-operative regulation of companies and the securities industry, or, if that agreement is or has been amended or affected by another agreement, that agreement as so amended or affected; Commission means the National Companies and Securities Commission established by the National Companies and Securities Commission Act 1979 of the Commonwealth; Ministerial Council means the Ministerial Council for Companies and Securities established by the Agreement; Tasmania means the State of Tasmania and its Dependencies; the applied provisions means the provisions applying by reason of sections 4 and 6 ; the Commonwealth Act means the Companies (Acquisition of Shares) Act 1980 of the Commonwealth. (2)  In this Act, a reference to a Commonwealth Act shall be construed as including a reference to that Act as amended and in force for the time being and to an Act passed in substitution for that Act. 4Application of law relating to acquisition of sharesSubject to this Act, the provisions of the Commonwealth Act (other than sections 1 , 2 , 3 , 4 , and 5 ) apply – (a) as if amended as set out in Schedule 1 ; and (b) subject to and in accordance with the Companies and Securities (Interpretation and Miscellaneous Provisions) (Application of Laws) Act 1981 – as laws of Tasmania. 5Incorporation of certain provisions in Companies (Tasmania) Code [Section 5 Substituted by No. 9 of 1982, s. 5 and Sched. 5 ]The provisions applying by reason of section 4 are incorporated with, and shall be read as one with, the Companies (Tasmania) Code . 6Application of regulations relating to acquisition of sharesSubject to this Act, the provisions of regulations in force for the time being under the Commonwealth Act (other than provisions providing for the citation or commencement of the regulations) apply – (a) as if amended as set out in Schedule 2 ; and (b) subject to and in accordance with the Companies and Securities (Interpretation and Miscellaneous Provisions) (Application of Laws) Act 1981 – as regulations made under the provisions applying by reason of section 4 . 7Incorporation of certain provisions in Companies Regulations [Section 7 Substituted by No. 9 of 1982, s. 5 and Sched. 5 ]The provisions applying by reason of section 6 are incorporated with, and shall be read as one with, regulations applying under the Companies (Tasmania) Code . 8Operation of Companies (Tasmania) Code [Section 8 Substituted by No. 9 of 1982, s. 5 and Sched. 5 ]For the purposes of the operation of the Companies (Tasmania) Code and regulations applying under that Code and the performance of functions and the exercise of powers under that Code or those regulations, with respect to the provisions of, or matters relating to or arising under, the applied provisions – (a) references in that Code or those regulations to documents submitted to, or lodged with, the Commission shall be construed as references to documents submitted to, or lodged with, the Commission under the applied provisions; and (b) references in those regulations to the Companies (Tasmania) Code shall, in accordance with section 5 , be construed as references to that Code with the incorporation of, and as read as one with, the provisions applying by reason of section 4 . 9Fees payable (1)  [Section 9 Subsection (1) amended by S.R. 1981 No. 243 ]There shall be paid to the Commissioner for Corporate Affairs for Tasmania, for and on behalf of the State, for or in respect of – (a) the lodgment of documents with the Commission under the applied provisions; (b) the registration of documents under the applied provisions or the inspection or search of registers kept by, or documents in the custody of, the Commission under the applied provisions; (c) the production by the Commission, pursuant to a subpoena, of any register kept by, or documents in the custody of, the Commission under the applied provisions; (d) the issuing of documents or copies of documents, the granting of consents or approvals, or the doing of other acts or things by the Commission under the applied provisions; (e) the making of inquiries of, or applications to, the Commission in relation to matters arising under the applied provisions; and (f) the submission to the Commission of documents for examination by the Commission – such fees (if any) as are prescribed by regulations in force for the time being under the Companies (Acquisition of Shares-Fees) Act 1980 of the Commonwealth and specified in the Schedule to those regulations as if amended as set out in Schedule 3 and as if, unless the contrary intention appears, expressions used had the same respective meanings as in the applied provisions. (2) Where a fee is payable to the Commissioner for Corporate Affairs for Tasmania for and on behalf of the State under subsection (1) for or in respect of the lodgment of a document with the Commission and the document is submitted for lodgment without payment of the fee, the document shall be deemed not to have been lodged until the fee has been paid. (3) Where a fee is payable to the Commissioner for Corporate Affairs for Tasmania for and on behalf of the State under subsection (1) for or in respect of any matter involving the doing of any act or thing by the Commission, the Commission shall not do that act or thing until the fee has been paid. (4) This section has effect notwithstanding anything contained in the applied provisions. (5) Nothing in this section prevents the Commissioner for Corporate Affairs for Tasmania for and on behalf of the State from – (a) waiving or reducing, in a particular case or classes of cases, fees that would otherwise be payable pursuant to this section; or (b) refunding in whole or in part, in a particular case or classes of cases, fees paid pursuant to this section. (6) In this section, unless the contrary intention appears, the expressions used have the same respective meanings as in the applied provisions. 10Amendment of regulations pursuant to Agreement (1) Where, under the Agreement, the Ministerial Council approves a proposed amendment of regulations in force for the time being under the Commonwealth Act or the Companies (Acquisition of Shares-Fees) Act 1980 of the Commonwealth and, upon the expiration of 6 months after the date on which the Ministerial Council so approved, the amendment has not been made or has been made and is subject to disallowance or has ceased to be in force by disallowance or for any other reason, the Governor may make regulations in accordance with the proposed amendment approved by the Ministerial Council amending the provisions of regulations applying by reason of section 6 or the regulations referred to in section 9 , as the case may be. (2)  Regulations made by the Governor under subsection (1) may amend Schedule 2 or 3 , as the case may be, and that Schedule as so amended shall be Schedule 2 or 3 , as the case may be, to this Act. (3)  In this Act – (a) a reference to provisions of regulations applying by reason of section 6 includes a reference to provisions as so applying as amended in accordance with this section; and (b) a reference to fees prescribed by regulations under the Companies (Acquisition of Shares-Fees) Act 1980 of the Commonwealth includes a reference to those regulations as amended in accordance with this section. 11Publication of Companies (Acquisition of Shares) (Tasmania) Code (1) The Minister may from time to time authorize the publication by the Government Printer of the provisions of the Commonwealth Act (other than sections 1 , 2 , 3 , 4 , and 5 ), amended as set out in Schedule 1 and in operation, or to come into operation, in Tasmania. (2)  A document published under subsection (1) – (a) shall include the headings and sections set out in Schedule 4 ; (b) shall include a notification of the date, or dates, on which the several provisions set out in the document came, or come, into operation in Tasmania; (c) shall include a statement of the date on which the Minister authorized the publication; and (d) may be cited as the Companies (Acquisition of Shares) (Tasmania) Code . (3)  A document that is or purports to be a copy of the Companies (Acquisition of Shares) (Tasmania) Code that has been, or purports to have been, published in accordance with this section is prima facie evidence of the provisions of the Commonwealth Act applying by reason of section 4 as in operation, or to come into operation, in Tasmania as notified in the document in accordance with paragraph (b) of subsection (2) . 12Publication of Companies (Acquisition of Shares) (Tasmania) Regulations (1) The Minister may from time to time authorize the publication by the Government Printer of the provisions of regulations under the Commonwealth Act (other than provisions providing for the citation or commencement of the regulations) amended as set out in Schedule 2 and in operation, or to come into operation, in Tasmania. (2)  A document published under subsection (1) – (a) shall include the headings and provisions set out in Schedule 5 ; (b) shall include a notification of the date, or dates, on which the several provisions set out in the document came, or come, into operation in Tasmania; (c) shall include a statement of the date on which the Minister authorized the publication; and (d) may be cited as the Companies (Acquisition of Shares) (Tasmania) Regulations . (3)  A document that is or purports to be a copy of the Companies (Acquisition of Shares) (Tasmania) Regulations that has been, or purports to have been, published in accordance with this section is prima facie evidence of the provisions applying by reason of section 6 as in operation, or to come into operation, in Tasmania as notified in the document in accordance with paragraph (b) of subsection (2) . 13Publication of Companies (Acquisition of Shares-Fees) (Tasmania) Regulations (1)  The Minister may from time to time authorize the publication by the Government Printer of the Schedule to regulations prescribing fees under the Companies (Acquisition of Shares-Fees) Act 1980 of the Commonwealth amended as set out in Schedule 3 and in operation, or to come into operation, in Tasmania. (2)  A document published under subsection (1) – (a) shall include the headings and provisions set out in Schedule 6 ; (b) shall include a notification of the date or dates on which the several provisions set out in the document came, or come, into operation in Tasmania; (c) shall include a statement of the date on which the Minister authorized the publication; and (d) may be cited as the Companies (Acquisition of Shares-Fees) (Tasmania) Regulations . (3)  A document that is or purports to be a copy of the Companies (Acquisition of Shares-Fees) (Tasmania) Regulations that has been, or purports to have been, published in accordance with this section is prima facie evidence of the Schedule to regulations referred to in section 9 as in operation, or to come into operation, in Tasmania as notified in the document in accordance with paragraph (b) of subsection (2) . 14Publication of provisions amending code or regulations (1)  The Minister may from time to time authorize the publication by the Government Printer of a document setting out – (a) provisions that by reason of – (i) the enactment of an Act of the Commonwealth amending the Commonwealth Act ; and (ii) the operation of section 4 (including the operation, if applicable, of Schedule 1 ) – apply, or will apply, as laws of Tasmania; (b) provisions that by reason of – (i) regulations under the Commonwealth Act ; and (ii) the operation of section 6 (including the operation, if applicable, of Schedule 2 ) – apply, or will apply, as regulations made under the provisions applying by reason of section 4 ; or (c) fees that by reason of – (i) regulations under the Companies (Acquisition of Shares-Fees) Act 1980 of the Commonwealth; and (ii) the operation of section 9 (including the operation, if applicable, of Schedule 3 ) – are or will be, payable under that section. (2)  A document published under subsection (1) shall include a notification of the date, or dates, on which the provisions or fees set out in the document came, or come, into operation in Tasmania. (3)  A document that has been or purports to have been published in accordance with this section is prima facie evidence of provisions or fees referred to in subsection (1) set out in the document. 15Interpretation of references to the applied provisions (1) Unless the contrary intention appears, in this or any other Act or in a regulation or other instrument made under this or any other Act or in any other document made by or under the authority of, or for the purposes of, a law of Tasmania – (a) a reference to the Companies (Acquisition of Shares) (Tasmania) Code is a reference to the provisions of the Commonwealth Act applying by reason of section 4 ; (b) a reference to a provision of that Code is a reference to the corresponding provision of the Commonwealth Act as so applying; (c) a reference to the Companies (Acquisition of Shares) (Tasmania) Regulations is a reference to the provisions of regulations in force under the Commonwealth Act applying by reason of section 6 ; (d) a reference to a provision of those regulations is a reference to the corresponding provision of the regulations in force under the Commonwealth Act as so applying; (e) a reference to the Companies (Acquisition of Shares-Fees) (Tasmania) Regulations is a reference to the Schedule to regulations prescribing fees under the Companies (Acquisition of Shares-Fees) Act 1980 of the Commonwealth as referred to in section 9 ; and (f) a reference to a provision of that Schedule is a reference to the corresponding provision of the Schedule to regulations in force under that Act as referred to in section 9 . (2)  In subsection (1) , provision includes Part, Division, section, subsection, paragraph, subparagraph, Schedule, form, regulation, clause, subclause, or other division. 16Amendment of certain provisions in accordance with approval of Ministerial CouncilWhere, under the Agreement, the Ministerial Council – (a) approves – (i) a proposed amendment of the Commonwealth Act ; (ii) regulations proposed to be made under the Commonwealth Act (whether or not amending other regulations); (iii) a proposed amendment of the Companies (Acquisition of Shares-Fees) Act 1980 of the Commonwealth; or (iv) regulations proposed to be made under that Act (whether or not amending other regulations); and (b) approves proposed regulations to be made under this Act in connection with the operation of the proposed amendment or regulations referred to in paragraph (a) – the Governor may make regulations amending Schedule 1 , 2 , or 3 or section 9 , as the case may be, in accordance with that approval, and that Schedule or section as so amended shall be Schedule 1 , 2 , or 3 or section 9 , as the case may be, of this Act. 17Transitional provisions (1)  Notwithstanding the enactment of this Act, the Companies Act 1962 , as in force immediately before the commencement of this section, applies to and in relation to a take-over scheme in respect of which a notice was given under section 184 (2) (a) of the Companies Act 1962 as in force immediately before the commencement of this section. (2)  Subject to subsection (1) , the Companies Act 1962 , as amended by this Act, applies to and in relation to anything done after the date of commencement of this section under or in connection with a scheme that is a take-over scheme within the meaning of section 184 of the Companies Act 1962 , as in force before that date, whether or not the scheme was prepared before that date and whether or not anything was done in connection with the scheme before that date. (3)  Where, before the commencement of this section, the directors of a company have reasonably incurred expenses on behalf of and in the interest of the members of the company in relation to a takeover scheme as defined in section 184 of the Companies Act 1962 , being a takeover scheme involving the acquisition of shares in the company, the directors of the company are entitled, and shall be deemed to have been at all times entitled, to have the expenses refunded to them by the company. 18Schedule 1Application of Provisions of Commonwealth Act

Section 4

Schedule 2Application of Regulations under Commonwealth Act

Section 6

Schedule 3Application of Regulations under Companies (Acquisition of Shares-Fees) Act 1980 of the Commonwealth

Section 9

Schedule 4Headings and Sections for Inclusion in Publication of Commonwealth Act

Section 11

Schedule 5Headings and Provisions for Inclusion in Publication of Regulations under Commonwealth Act

Section 12

Schedule 6Headings and Provisions for Inclusion in Publication of Regulations under Companies (Acquisition of Shares-Fees) Act 1980 of the Commonwealth

Section 13