Companies Act Amendment Act 1971 (Qld)

75 QlUenslmnir ANNO VICESIMO ELIZABETHAE SECUNDAE REGINAE No. 8 of 1971 An Act to make Provision with respect to the Disclosure of Substantial Shareholdings in Companies, Take- over Offers for Shares in Companies and related matters, the Accounts of Companies and the Auditing of those Accounts, the Investigation of the Affairs of Companies , and the Official Management of Companies ; for these and other purposes to Amend The Companies Acts 1961 to 1964; and for purposes connected therewith [ASSENTED TO 16TH Apm, 1971] BE IT ENACTED by the Queen's Most Excellent Majesty, by and with the advice and consent of the Legislative Assembly of Queensland in Parliament assembled , and by the authority of the same, as follows:- PART I-PRELI INARY 1. Short title and citation . (1) This Act may be cited as the Companies Act Amendment Act 1971. (2) The Companies Act of 1961 as amended from time to time is in this Act referred to as the Principal Act. (3) The Principal Act as amended by this Act may be cited as the Companies Act 1961-1971.

76 Companies Act Amendment Act 1971, No. 8 2. Commencement . (1) This Part shall come into operation on the day upon which this Act receives the Royal Assent. (2) The Governor in Council may appoint, and notify by Proclamation published in the Gazette, the day upon which a Part or provision of this Act shall come into operation and may, at different times, appoint different days for different Parts or provisions, and the Part or provision to which such a Proclamation relates shall come into operation as specified therein. 3. Division of Act. This Act is divided into Parts, as follows:- PART I-PRELIMINARY (ss. 1-3); PART II-SUBSTANTIAL SHAREHOLDINGS AND TAKE-OVERS (ss. 4-25); PART IIIAccouNTS AND AuDIT (ss. 26-47); PART IV-SPECIAL INVESTIGATIONS (ss. 48-59); PART V-OFFICIAL MANAGEMENT (ss. 60-74); PART VI-DEFAULTING OFFICERS (ss. 75-81); PART VII-MISCELLANEOUS (ss. 82-163); PART VIII-ADMINISTRATION (ss. 164-179). PART II-SUBSTANTIAL SHAREHOLDINGS AND TAKE-OVERS 4. Amendment of s. 3 . Division of Acts into Parts, etc . Section 3 of the Principal Act is amended- (a) by omitting from the matter relating to Part I the figure " 6 " and inserting in its stead the figure " 6A "; (b) by inserting next after the matter relating to Division 3 of Part IV the following new matter:- Division 3A-Substantial Shareholdings (ss. 69A-69N); "; and (c) by inserting immediately before the matter relating to Part VII the following new matter:- " PART VIB-TAKE-OVERS (ss. 18OA-18OY);". 5. Amendment of s. 5. Interpretation . Sectipn 5 of the Principal Act is amended- (a) by inserting at the end of subsection (1) the following new definition:- " " Voting share ", in relation to a body corporate, means an issued share in the body corporate, not being- (a) a share to which, in no circumstances, is there attached a right to vote; or (b) a share to which there is attached a right to vote only in one or more of the following circumstances:- (i) during a period during which a dividend (or part of a dividend) in respect of the share is in arrear; (ii) upon a proposal to reduce the share capital of the body corporate; (iii) upon a proposal that affects rights attached to the share; (iv) upon a proposal to wind up the body corporate; (v) upon a proposal for the disposal of the whole of the property, business and undertaking of the body corporate; (vi) during the winding up of the body corporate."; and

Companies Act Amendment Act 1971, No. 8 77 (b) by omitting paragraph (d) of subsection (6) and inserting in its stead the following paragraph:- (d) made to dissenting offeree within the meaning of section 180x or, within the meaning of section 185, to existing members of a transferor company with respect to shares in a transferee company or, within the meaning of section 270, to existing members of the company relating to shares in the corporation.". 6. New s. 6A. Interests in shares . After section 6 of the Principal Act, the following section is inserted:- " 6A. Interests in shares . (1) The following subsections have effect for the purposes of Division 3A of Part IV, sections 126 and 127 and for the purposes of Part VIB. (2) Where the property subject to a trust consists of or includes shares and a person knows or has reasonable grounds for believing- (a) that he has an interest under the trust; and (b) that the property subject to the trust consists of or includes those shares- he shall be deemed to have an interest in those shares. (3) Where a right (being a right or an interest described in the definition of " interest " in section 76 or in the definition of that word in the corresponding provision of the law of another State or of a Territory of the Commonwealth)- (a) was issued or offered to the public for subscription or purchase, or where the public was invited to subscribe for or purchase such a right and the right was so subscribed for or purchased; or (b) was issued, for the purposes of an offer to the public by, and is held by, the management company within the meaning of that section or corresponding provision, that right does not constitute an interest in a share. (4) Where a body corporate has an interest in a share and- (a) the body corporate is, or its directors are, accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of a person in relation to that share; (b) a person has a controlling interest in the body corporate; or (c) a person is, the associates of a person are, or a person and his associates are, entitled to exercise or control the exercise of not less than fifteen per centum of the votes attached to the voting shares in the body corporate, that person shall be deemed to have an interest in that share. (5) For.the purposes of paragraph (c) of subsection (4) of this section a person is an associate of another person if the first-mentioned person is- (a) a corporation that, by virtue of subsection (5) of section 6, is deemed to be related to that other person;

78 Companies Act Amendment Act 1971, No. 8 (b) a person in accordance with whose directions, instructions or wishes that other person is accustomed or is under an obligation , whether formal or informal, to act in relation to the share referred to in subsection (4) of this section; (c) a person who is accustomed or is under an obligation, whether formal or informal , to act in accordance with the directions , instructions or wishes of that other person in relation to that share; (d) a body corporate that is , or the directors of which are, accustomed or under an obligation , whether formal or informal , to act in accordance with the directions, instructions or wishes of that other person in relation to that share; or (e) a body corporate in accordance with the directions, instructions or wishes of which, or of the directors of which, that other person is accustomed or under an obligation, whether formal or informal , to act in relation to that share. (6) Where a person- (a) has entered into a contract to purchase a share; (b) has a right , otherwise than by reason of having an interest under a trust , to have a share transferred to himself or to his order , whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not; (c) has the right to acquire a share, or an interest in a share, under an option , whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not; or (d) is entitled ( otherwise than by reason of his having been appointed a proxy or representative to vote at a meeting of members of a corporation or of a class of its members ) to exercise or control the exercise of a right attached to a share , not being a share of which he is the registered holder, that person shall be deemed to have an interest in that share. (7) A person shall not be deemed not to have an interest in a share by reason only that he has the interest in the share jointly with another person. (8) It is immaterial , for the purposes of determining whether a person has an interest in a share , that the interest cannot be related to a particular share. (9) There shall be disregarded- (a) an interest in a share if the interest is that of - a person who holds the share as trustee having no beneficial interest; (b) an interest in a share of a person whose ordinary business includes the lending of money if he holds the interest only by way of security for the purposes of a transaction entered into in the ordinary course of business in connexion with the lending of money;

Companies Act Amendment Act 1971, No. 8 79 (c) an interest of a person in a share, being an interest held by him by reason of his holding a prescribed office; and (d) a prescribed interest in a share, being an interest of such person, or of the persons included in such class of persons, as is prescribed. (10) An interest in a share shall not be disregarded by reason only of- (a) its remoteness; (b) the manner in which it arose; or (c) the fact that the exercise of a right conferred by the interest is or is capable of being made subject to restraint or restriction.". 7. New Part and ss. 69A, 69B, 69C. Substantial Shareholdings. After section 69 of the Principal Act, the following heading and sections are inserted: " Division 3A-Substantial Shareholdings - 69A. Application and interpretation of Division . (1) This section has effect for the purposes of this Division. (2) A reference to a company is a reference- (a) to a company. all or any of the shares in which are listed for quotation on the official list of a stock exchange in Australia; (b) to a body corporate, being a body incorporated in the State, that is for the time being declared by the Minister, by order published in the Gazette, to be a company for the purposes of this Division; or (c) to a body, not being a body corporate, formed in the State that is for the time being declared by the Minister, by order published in the Gazette, to be a company for the purposes of this Division. (3) In relation to a company the whole or a portion of the share capital of which consists of stock, an interest of a person in any such stock shall be deemed to be an interest in an issued share in the company having the same nominal amount as the amount of that stock and having attached to it the same rights as are attached to that stock. (4) A reference in the definition of " voting share " in subsection (1) of section 5 to a body corporate includes a reference to a body referred to in paragraph (c) of subsection (2) of this section. 69B. Persons obliged to comply with Division . (1) The obligation to comply with this Division extends to all natural persons, whether resident in the State or in Australia or not and whether Australian citizens or not, and to all bodies corporate, whether incorporated or carrying on business in the State or in Australia or not. (2) This Division extends to acts done or omitted to be done outside the State, whether in Australia or not.

g0 Companies Act Amendment Act 1971, No. 8 69C. Substantial shareholdings and substantial shareholders. (1) For the purposes of this Division, a person has a substantial shareholding in a company if he has an interest or interests in one or more voting shares in the company and the nominal amount of that share, or the aggregate of the nominal amounts of those shares, is not less than one-tenth of the aggregate of the nominal amounts of all the voting shares in the company. (2) For the purposes of this Division, a person has a substantial shareholding in a company, being a company the share capital of which is divided into two or more classes of shares, if he has an interest or interests in one or more voting shares included in one of those classes and the nominal amount of that share, or the aggregate of the nominal amounts of those shares, is not less than one-tenth of the aggregate of the nominal amounts of all the voting shares included in that class. (3) For the purposes of this Division, a person who has a substantial shareholding in a company is a substantial shareholder in that company.". 8. New ss. 69D, 69E, 69F. After section 69c of the Principal Act as inserted by this Act, the following sections are inserted:- " 69D. Substantial shareholder to notify company of his interests. (1) A person who is a substantial shareholder in a company shall give notice in writing to the company stating his name and address and full particulars of the voting shares in the company in which- he has an interest or interests (including, unless the interest or interests cannot be related to a particular share or shares, the name of the person who is registered as the holder) and full particulars of each such interest and of the circumstances by reason of which he has that interest. (2) The notice shall be given- (a) if the person was a substantial shareholder on the date on which this Division came into operation-within one month after that date; or (b) if the person became a substantial shareholder after that date-within fourteen days after becoming a substantial shareholder. (3) The notice shall be so given notwithstanding that the person has ceased to be a substantial shareholder before the expiration of whichever period referred to in subsection (2) of this section is applicable. 69E. Substantial shareholder to notify company of change in his interests . (1) Where there is a change (not being a prescribed change) in the interest or interests of a substantial shareholder in a company in voting shares in the company, he shall give notice in writing to the company stating his name and full particulars of the change, including the date of the change and the circumstances by reason of which that change has occurred. (2) The notice shall be given within fourteen days after the date of the change.

Companies Act Amendment Act 1971, No. 8 81 (3) For the purposes of subsection (1) of this section an acquisition or disposal of voting shares by a substantial shareholder in the company shall be deemed to be a change in the interest or interests of the substantial shareholder in voting shares in that company. 69F. Person who ceases to be substantial shareholder to notify company . (1) A person who ceases to be a substantial shareholder in a company shall give notice in writing to the company stating his name and the date on which he ceased to be a substantial shareholder and full particulars of the circumstances by reason of which he ceased to be a substantial shareholder. (2) The notice shall be given within fourteen days after the person ceased to be a substantial shareholder.". 9. New as. 69G, 69H, 69J . After section 69F of the Principal Act as inserted by this Act, the following sections are inserted:- " 69G. References to operation of section 6A. The circumstances required to be stated in a notice under section 69D, 69E or 69F include circumstances by reason of which, having regard to the provisions of section 6A- (a) a person has an interest in voting shares; (b) a change has occurred in an interest in voting shares; or (c) a person has ceased to be a substantial shareholder in a company, respectively. 69H. Notice to non - residents . (1) A person who holds voting shares in a company, being voting shares in which a non-resident has an interest, shall- (a) give to the non-resident a notice in the prescribed form as to the requirements of this Division; or (b) where the first-mentioned person knows or has reasonable grounds for believing, that an interest of the non-resident in the shares is an interest that the non-resident holds for another person, give to the non-resident a notice in the prescribed form as to the requirements of this Division and direct the non-resident to give the notice, or a copy of the notice, to that other person. (2) The notice shall be given- (a) if the first-mentioned person holds the shares on the date on which this Division came into operation- within fourteen days after that date; or (b) if the first-mentioned person did not hold the shares on that date-within fourteen days after becoming the holder of the shares. (3) In this section, " non-resident " means a person who is not resident in Australia or a body corporate that is not incorporated in Australia. (4) Nothing in this section affects the operation of section 698.

82 Companies Act Amendment Act 1971, No. 8 69J. Commissioner may extend time for giving notice under this Division . The Commissioner may, on the application of a person who is required to give a notice under this Division, in his discretion, extend, or further extend, the time for giving the notice.". 10. New ss. 69K , 69L, 69M. After section 691 of the Principal Act as inserted by this Act, the following sections are inserted:- " 69K. Company to keep register of substantial shareholders. (1) A company shall keep a register in which it shall forthwith enter- (a) in alphabetical order the names of persons from whom it has received a notice under section 69D; and (b) against each name so entered, the information given in the notice and, where it receives a notice under section 69E or 69F, the information given in that notice. (2) The register shall be kept at the registered office of the company, or, if the company does not have a registered office, at the principal place of business of the company in the State, and shall be open for inspection by a member of the company without charge and by any other person on payment for each inspection of a sum of fifty cents or such lesser sum as the company requires. (3) A person may request the company to furnish him with a copy of the register or any part of the register on payment in advance of a sum of twenty cents or such lesser sum as the company requires for every one hundred words or fractional part thereof required to be copied and the company shall send the copy to that person, within fourteen days or such longer period as the Commissioner thinks fit, after the day on which the request is received by the company. (4) The Commissioner may at any time in writing require the company to furnish him with a copy of the register or any part of the register and the company shall furnish the copy within fourteen days after the day on which the requirement is received by the company. (5) If default is made in complying with this section, the company and every officer of the company who is in default is guilty of an offence. Penalty: $1,000. Default penalty: $200. (6) A company is not, by reason of anything done under this Division- (a) to be taken for any purpose to have notice of; or (b) put upon inquiry as to, a right of a person to or in relation to a share in the company. 69L. Offences against certain sections . A person who fails to comply with section 69D, 69E or 69F is guilty of an offence. Penalty: $1,000. Default penalty: $200. 69M. Defence to prosecutions . (1) It is a defence to a prosecution for failing to comply with section 69D, 69E or 69F

Companies Act Amendment Act 1971, No. 8 83 if the defendant proves that his failure was due to his not being aware of a fact or occurrence the existence of which was necessary to constitute the offence and that- (a) he was not so aware on the date of the complaint or summons; (b) he became so aware less than fourteen days before the date of the complaint or summons; or (c) he became so aware not less than fourteen days before the date of the complaint or summons and gave the notice under the relevant section within fourteen days after becoming so aware. (2) For the purposes of subsection (1) of this section, a person shall, in the absence of proof to the contrary, be presumed to have been aware at a particular time of a fact or occurrence of which a servant or agent of the person, being a servant or agent having duties or acting in relation to his master's or principal's interest or interests in a share or shares in the company concerned, was aware at that time. (3) The operation of sections 23 and 24 of The Criminal Code is excluded in respect of an offence of failing to comply with section 69D, 69E or 69F.". 11. New s. 69N. After section 69M of the Principal Act as inserted by this Act, the following section is inserted:- " 69N. Powers of Court with respect to defaulting substantial shareholders . (1) Where a person (in this section referred to as " the substantial shareholder ") is, or at any time after the date on which this Division came into operation has been, a substantial shareholder in a company and has failed to comply with section 69D, 69E or 69F, the Court may, on the application of the Minister, whether or not that failure still continues, make one or more of the following orders: (a) an order restraining the substantial shareholder from disposing of any interest in shares in the company in which he is or has been a substantial shareholder; (b) an order restraining a person who is, or is entitled to be registered as, the holder of shares referred to in paragraph (a) of this subsection from disposing of any interest in those shares; (c) an order restraining the exercise of any voting or other rights attached to any share in the company in which the substantial shareholder has or has had an interest; (d) an order directing the company not to make payment, or to defer making payment, of any sum due from the company in respect of any share in which the substantial shareholder has or has had an interest; (e) an order directing the sale of all or any of the shares in the company in which the substantial shareholder has or has had an interest; (f) an order directing the company not to register the transfer or transmission of specified shares;

84 Companies Act Amendment Act 1971, No. 8 (g) an order that any exercise of the voting or other rights attached to specified shares in the company in which the substantial shareholder has or has had an interest be disregarded; (h) for the purposes of securing compliance with any other order made under this section, an order directing the company or any other person to do or refrain from doing a specified act. (2) Any order under this section may include such ancillary or consequential provisions as the Court thinks just. (3) An order under this section directing the sale of a share may provide that the sale shall be made within such time and subject to such conditions, if any, as the Court thinks fit, including, if the Court thinks fit, a condition that the sale shall not be made to a person who is, or, as a result of the sale, would become, a substantial shareholder in the company. (4) The Court may direct that, where a share is not sold in accordance with an order of the Court under this section, the share shall vest in the Commissioner. (5) The Court shall, before making an order under this section and in determining the terms of such an order, satisfy itself, so far, as it can reasonably do so, that the order would not unfairly prejudice any person. (6) The Court shall not make an order under this section, other than an order restraining the exercise of voting rights, if it is satisfied- (a.) that the failure of the substantial shareholder to comply as mentioned in subsection (1) of this section was due to his inadvertence or mistake or to his not being aware of a relevant fact or occurrence; and (b) that, in all the circumstances, the failure ought to be excused. (7) The Court may, before making an order under this section, direct that notice of the application be given to such persons as it thinks fit or direct that notice of the application be published in such manner as it thinks fit, or both. (8) The Court may rescind, vary or discharge an order made by it under this section or suspend the operation of such an order. (9) Section 311 applies in relation to a share that vests in the Commissioner under this section as the first-mentioned section applies in relation to an estate or interest in property referred to in the first-mentioned section. (10) A person shall not contravene or fail to comply with an order under this section that is applicable to him. Penalty: $1,000. Default penalty: $200. (11) Subsection (10) of this section does not affect the powers of the Court in relation to the punishment of contempts of the Court.".

Companies Act Amendment Act 1971, No. 8 85 12. New Part VIB and ss. 180A, 180B . After section 180 of the Principal Act, the following heading and sections are inserted:- " PART VIB-TAKE-ovERs 180A. Interpretation . (1) This section has effect for the purposes of this Part and of the Tenth Schedule. (2) Unless the contrary intention appears- company " means a company as defined by subsection (1) of section 5 and includes a body corporate incorporated in the State that has a share capital; " dispatch " includes communicate by any means whatsoever; " invitation " means statement , however expressed, that is not an offer but expressly or impliedly invites a holder of shares to offer to dispose of shares or a holder of a right, being a right to acquire a share or interest in a share under an option, to dispose of the right; "invitor " means- (a) person who dispatches, or proposes to dispatch, an invitation, whether he dispatches or proposes to dispatch the invitation himself or by an agent; or (b) two or more persons who together dispatch, or propose to dispatch, an invitation, whether they dispatch, or propose to dispatch, the invitation themselves or by an agent; " offeree ", in relation to an invitation, means holder of shares to which the invitation relates; " offeree company " means- (a) in relation to a take-over offer that is constituted by an offer to which subsection (1) of section 180c applies-a company for the acquisition of shares in which that offer has been, or is proposed to be, dispatched; (b) in relation to a take-over offer that is constituted by an invitation-a company in relation to shares in which that invitation has been, or is proposed to be, dispatched; and (c) in relation to a take-over scheme-a company shares in which are proposed to be acquired under the scheme; " offeror " means- (a) person who dispatches, or proposes to dispatch, an offer to acquire shares, whether he dispatches, or proposes to dispatch, the offer himself or by an agent; or (b) two or more persons who together dispatch, or propose to dispatch, an offer to acquire shares, whether they dispatch, or propose to dispatch, the offer themselves or by an agent, and includes an invitor; " Part A statement " means statement in writing that complies with the requirements of Part A of the Tenth Schedule;

'86 Companies Act Amendment Act 1971, No. 8 " Part B statement " means statement in writing that complies with the requirements of Part B of the Tenth Schedule; " stock exchange " means prescribed stock exchange; " take-over offer " means- (a) offer to which subsection (1) of section 180c applies; or (b) invitation to which subsection (3) of that section applies; " take-over scheme " means take-over scheme as referred to in subsection (4) of this section. (3) In relation to a company the whole or a portion of the share capital of which consists of stock, a reference to a number of shares includes a reference, in relation to an amount of stock, to a number of shares equal to the number of shares from which that amount of stock was converted. (4) Where an offeror has dispatched, or proposes to dispatch, two or more take-over offers that relate to shares in a company and the same period is specified in those offers as the period during which those shares are proposed to be acquired, those take-over offers together constitute a take-over scheme and each of those offers is an offer under that scheme. (5) The shares in a company to which a person is entitled include- (a) shares in which that person has an interest; and (b) shares in which an associate of that person has an interest. (6) A reference in paragraph (b) of subsection (5) of this section to an associate of a person is a reference to- (a) a corporation that, by virtue of subsection (5) of section 6, is deemed to be related to that person; (b) a person in accordance with whose directions, instructions or wishes the first-mentioned person is accustomed or is under an obligation, whether formal or informal, to act in relation to shares in the company referred to in subsection (5) of this section; (c) a person who is accustomed or is under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the first-mentioned person in relation to shares in that company; (d) a body corporate that. is, or the directors of which are, accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of that person in relation to shares in that company; (e) a body corporate in accordance with the directions, instructions or wishes of which, or of the directors of which, that person is accustomed or under an obligation, whether formal or informal, to act in relation to shares in that company; or (f) a person who is associated with the first-mentioned person as provided by subsection (7) of this section.

Companies Act Amendment Act 1971, No. 8 87 (7) For the purposes of paragraph (f) of subsection (6) of this section , a person is associated with another person- (a) if- (i) he has an agreement, arrangement or undertaking, whether formal or informal and whether expressed or implied, with that other person; and (ii) he or that other person may , by reason of that agreement , arrangement or undertaking , exercise, directly or indirectly control the exercise of, or substantially influence the exercise of, the voting power attached to a share in the company referred to in subsection (5) of this section; or (b) if he is associated , whether formally or informally, with that other person in relation to the proposed acquisition by that other person of shares in that company otherwise than solely as a holder of shares in that company. (8) For the purposes of subparagraph ( ii) of paragraph (a) of subsection (7) of this section, it is immaterial that the power of a person to exercise , control the exercise of, or influence the exercise of voting power is in any way qualified. (9) An offer to acquire a right to acquire a share or an interest in a share under an option shall be deemed to be an offer to acquire a share. (10) A reference to a person who holds shares includes a reference to a person who holds a right to acquire a share or an interest in a share under an option. (11) A reference to a person associated with an offeror or an invitor is- (a) a reference to a corporation that, by virtue of subsection (5) of section 6, is deemed to be related to the offeror or invitor; (b) in relation to an offer or invitation relating to shares in a company , a reference to a person- (i) who is under an obligation , whether formal or informal, to act in accordance with the directions, instructions or wishes of, or with the authority of, the offeror or invitor; (ii) who is under an obligation , whether formal or informal, to act in accordance with the directions, instructions or wishes of, or with the authority of, a -person in accordance with whose directions, instructions or wishes or under whose authority the offeror or invitor is under an obligation , whether formal or informal , to act in relation to the offer or invitation; (iii) who has an agreement , arrangement or undertaking whether formal or informal and whether express or implied with the offeror or invitor by reason of which he or the offeror or invitor may exercise , or directly or indirectly control the exercise of, the voting power attached to a share in the company; or

88 Companies Act Amendment Act 1971, No. 8 (iv) in accordance with whose directions, instructions or wishes, or under whose authority the offeror or invitor is under an obligation, whether formal or informal, to act in relation to the offer or invitation; or (c) a reference to a person who is associated whether formally or informally with the offeror or invitor in relation to an offer or invitation relating to shares in a company made or proposed to be made by the offeror or invitor. (12) For the purpose of subsection (11) of this section, where two or more persons constitute an offeror or an invitor a person is associated with the offeror or invitor if he is associated with any of those persons. 180B . Application of Part. (1) The application of this Part extends to and in relation to all natural persons, whether resident it the State or in Australia or not and whether Australian citizens of not, and to all bodies corporate, whether incorporated or carrying on business in the State or in Australia or not, and extends to acts done or omitted to be done outside the State, whether in Australia or not. (2) Nothing in subsection (1) of this section extends the definition of " company " in subsection (2) of section 180A so as to include a body corporate that is not incorporated in the State.". 13. New ss. 180c, 180D . After section 180s of the Principal Act as inserted by this Act, the following sections are inserted: " 180C. Take- over offers . (1) Subject to subsection (2) of this section, a person, or two or more persons together, shall not dispatch an offer to acquire shares in a company unless- (a) the offer is in writing that- (i) specifies the number of, and sufficient particulars to identify the shares in the company proposed to be acquired during a period specified in the offer; (ii) specifies the terms of that offer and of all other offers dispatched, or to be dispatched, in respect of shares referred to in subparagraph (i) of this paragraph; (iii) specifies the number and other particulars of the shares in the company to which that person, or any of those persons, was entitled immediately before the offer was dispatched; (iv) sets out how and by what date the obligations of the offeror are to be satisfied; (v) sets out all other particulars of the offer, including terms that this Part requires to be terms; (vi) bears a date which is not more than three days before the date on which the offer is dispatched; and (vii) is accompanied by a copy of the statement referred to in subparagraph (i) of paragraph (b) of this subsection and, if the offeree company has given to the offeror a Part B statement, a copy of that statement;

Companies Act Amendment Act 1971, No. 8 89 (b) the offeror has, not earlier than twenty-eight days and not later than fourteen days before the offer is dispatched given to the offeree company- (i) a Part A statement relating to that offer that is signed, where the offeror is a natural person or includes one or more natural persons, by that person or by each of those persons and, where the offeror is or includes one or more corporations, by not less than two directors of the corporation, or by two directors of each of those corporations, authorized so to sign pursuant to a resolution passed at a meeting of the directors, or in the case of a corporation that has only one director, by that director; and (ii) in respect of each report referred to in paragraph (e) of clause 2 of Part A of the Tenth Schedule that is set out in the Part A statement referred to in subparagraph (i) of this paragraph, a notice in writing signed by the person or persons by whom the report is made to the effect that the person consents, or that each of those persons consents, to the inclusion of the report in the statement in the form and context in which it is included; and (c) the offeror has, before the offer is dispatched, lodged with the Commissioner a copy of the Part A statement given under paragraph (b) of this subsection. (2) Subsection (1) of this section does not apply to- (a) an offer to acquire voting shares in a company if the number derived from the formula set out in section 180D calculated as at the time immediately before the offer is dispatched is less than fifteen; (b) an offer to acquire shares in a company (not being an offer that is dispatched at the same time as another offer to acquire shares in the company is dispatched) if- (i) the offeror has not, or where two or more persons constitute the offeror none of those persons has; and (ii) no person associated with the offeror has, dispatched offers to acquire shares in the company, or an invitation or invitations relating to the acquisition of shares in the company, to more than three members of the company within the period of four months immediately preceding the dispatch of the first-mentioned offer; (c) an offer to acquire shares in a company that are not voting shares, unless the offeror proposes to acquire- (i) all the shares in a company that are not voting shares; or (ii) all the shares, not being voting shares, included in a class of shares in the company, other than shares to which the offeror, or, where two or more persons constitute the offeror, any of those persons, is entitled immediately before the offer is dispatched;

90 Companies Act Amendment Act 1971, No. 8 (d) an offer to acquire shares in a company that does not have more than fifteen members; or (e) an offer to acquire shares in a proprietary company that has more than fifteen members if the members of the company have consented in writing to the provisions of this Part not applying to or with respect to the offer. (3) A person, or two or more persons together , shall not dispatch an invitation relating to shares in a company unless- (a) the invitation is in writing that- (i) specifies the maximum number and other particulars of the shares in the company proposed to be acquired during a period specified in the invitation; (ii) specifies the terms upon which the shares referred to in subparagraph ( i) of this paragraph are proposed to be acquired; (iii) specifies the number and other particulars of the shares in the company to which that person or any of those persons was entitled immediately before the invitation was dispatched; (iv) bears a date that is not more than three days before the invitation is dispatched; and (v) is accompanied by a copy of the statement given under paragraph ( b) of this subsection and, if the offeree company has given to the invitor a Part B statement , by a copy of that statement. (b) the invitor has, not earlier than twenty - eight days and not later than fourteen days before the invitation is dispatched , given to the offeree company- (i) a Part A statement relating to that invitation that is signed, where the invitor is a natural person or includes one or more natural persons, by that person or by each of those persons and , where the invitor is or includes one or more corporations, by not less than two directors of the corporation, or by two directors of each of those corporations , authorized so to sign pursuant to a resolution passed at a meeting of the directors , or in the case of a corporation that has only one director, by that director; and (ii) in respect of each report referred to in paragraph (e) of clause 2 of Part A of the Tenth Schedule that is set out in the Part A statement, a notice in writing signed by the person or persons by whom the report is made to the effect that the person consents or that each of those persons consents to the inclusion of the report in the statement in the form and context in which it is included; (c) the invitor has, before the invitation is dispatched, lodged with the Commissioner a copy of the Part A statement given under paragraph ( b) of this subsection; (d) the invitor includes in the invitation , or dispatches with the invitation , a statement setting out how and by what date the obligations of the invitor arising from his acceptance of an offer made by an offeree are to be satisfied; and

Companies Act Amendment Act 1971, No. 8 91 (e) the invitor includes in the invitation , or dispatches with the invitation , a statement setting out all other particulars of the invitation , including the matters that have effect under section 180F. (4) Any of the following persons, that is to say- (a) an invitor who has dispatched an invitation relating to shares in a company; (b) a person associated with such an invitor; or (c) where two or more persons constitute such an invitor- any of those persons, shall not, during the period specified in the invitation or during the period of four months after the invitation is dispatched, whichever is the longer , acquire for valuable consideration (otherwise than in pursuance of a take-over offer or in the ordinary course of trading at an official meeting of a stock exchange ), a share in the company if the number derived from the formula set out in section 180D , calculated as at the time immediately before the acquisition of the share, is fifteen or more. (5) The person who records the minute of a resolution referred to in subparagraph • ( i) of paragraph ( b) of subsection (1) or (3) of this section shall record in the minute the name of any director who is absent from the meeting when the resolution is passed, the name of any director who votes against the resolution and the name of any director who is present when the resolution is passed and abstains from voting on the resolution. (6) In subsections ( 3) and ( 4) of this section " invitation " does not include- (a) an invitation relating to voting shares . in a company if the number derived from the formula set out in section 180D , calculated as at the time immediately before the invitation is dispatched , is less than fifteen; (b) an invitation relating to shares in a company ( not being an invitation that is made to more than three people or that is dispatched at the same time as another invitation relating to shares in the company is dispatched) if- (i) the invitor has not or , where two or more persons constitute the invitor , none of those persons has; and (ii) no person associated with the invitor has, dispatched offers to acquire shares in the company or an invitation or invitations relating to the acquisition of shares in the company to more than three members of the company within the period of four months immediately preceding the dispatch of the first - mentioned invitation; (c) an invitation relating to shares in a company that are not voting shares unless the invitor proposes to acquire- (i) all the shares in the company that are not voting shares; or

92 Companies Act Amendment Act 1971, No. 8 (ii) all the shares, not being voting shares, included in a class of shares in the company, other than shares to which the invitor or, where two or more persons constitute the invitor, any of those persons, is entitled immediately before the invitation is dispatched; or (d) an invitation relating to shares in a company that does not have more than fifteen members. (7) In this section, " offer " does not include an offer made at an official meeting of a stock exchange in the ordinary course of trading on the stock exchange. (8) For the purposes of this section- (a) an invitation relating to the acquisition of shares in a company that is dispatched otherwise than to a person or persons named in the invitation shall be deemed to be dispatched to more than three members of the company; and (b) an offer or invitation that is dispatched within three days before or within three days after another offer or invitation is dispatched shall be deemed to be dispatched at the same time as that other offer or invitation. 180D . Formula for calculating voting power . (1) For the purposes of section 180c the formula is the formula 100 (A + B) C where- (a) A is a number equal to the maximum number of votes that might be exercised at a general meeting of the company in respect of the voting shares in the company to which the offeror is entitled or, where two or more persons constitute the offeror, the aggregate of the number of- (i) voting shares in the company to which each of those persons is entitled; and (ii) if one or more of those persons is entitled to voting shares in the company with another person, those shares; (b) B is a number equal to the maximum number of votes that might be exercised at a general meeting of the company in respect of- (i) the voting shares in the company, not being voting shares referred to in paragraph (a) of this subsection, in respect of which the offeror or a person associated with the offeror (or, where two or more persons constitute the offeror, any of those persons) has, during the preceding period of four months dispatched offers (being offers that have not been withdrawn) or proposes to dispatch offers during the ensuing period of four months; and (ii) voting shares in the company, not being voting shares referred to in subparagraph (i) of this paragraph, that the offeror or a person associated with the offeror (or, where two or more persons constitute

Companies Act Amendment Act 1971, No. 8 93 the offeror, any of those persons) might acquire for valuable consideration (otherwise than in the ordinary course of trading at an official meeting of a stock exchange) as the result of an invitation or invitations made by any of those persons during the preceding period of four months or as the result of an invitation or invitations proposed to be made by any of those persons during the ensuing period of four months; and (c) C is a number equal to the maximum number of votes that might be exercised at a general meeting of the company in respect of all the voting shares in the company. (2) For the purpose of paragraph (a) of subsection (1) of this section, a voting share- (a) that a person referred to in that paragraph has a right to acquire; or (b) an interest in which a person so referred to has a right to acquire, shall be deemed to be a voting share to which that person is entitled. (3) For the purposes of paragraph (b) of subsection (1) of this section, votes that might be exercised in respect of voting shares to which- the offeror, or, where two or more persons constitute the offeror, any of those persons, is entitled shall be disregarded. (4) For the purposes of this section, voting shares shall be deemed to be held by such person or persons and in such manner as would enable the greatest number of votes to be exercised at a general meeting of the company in respect of them.". 14. New ss. 180E, 180F, 180G. After section 180D of the Principal Act as inserted by this Act, the following sections are inserted:- " 180E. Terms and conditions of take-over offers. (1) The following subsections of this section have effect in respect of a take-over offer that is constituted by an offer. (2) It shall be a term of the take-over offer that it will, unless withdrawn, remain open during a period ending on a specified date, being a date that is not less than one month after the date that the take-over offer bears. (3) The take-over offer shall not be conditional upon the offeree approving or consenting to a payment or other benefit being made or given to a director of the offeree company, or of a corporation that is deemed by virtue of subsection (5) of section 6 to be related to the offeree company, as compensation for loss of office or as consideration for or in connexion with his retirement from office. (4) If a take-over offer under a take-over scheme is withdrawn, a contract arising from the acceptance of any other take-over offer under the take-over scheme is voidable at the option of the offeree by notice in writing given to the offeror not later than one month after the first-mentioned take-over offer is withdrawn.

94 Companies Act Amendment Act 1971, No. 8 (5) Where a take-over offer is subject to a condition in relation to which section 18ON applies, the offer shall specify a date, being a date that is not less than seven days before the end of the period during which the offer remains open, for the publication of the notice referred to in subsection (3) of that section. 180F . Terms and conditions of invitations . (1) The following subsections of this section have effect in respect of a take-over offer that is constituted by an invitation. (2) The invitation shall be expressed to remain open until a specified date, being a date that is not less than one month after the date that the invitation bears. (3) The invitor shall not indicate or imply, whether by statement in the invitation or in any other manner, that an offer made by an offeree will not be accepted by the invitor unless the offeree approves or consents to a payment or other benefit being made or given to a director of the offeree company, or of a corporation that is deemed by virtue of subsection (5) of section 6 to be related to the offeree company, as compensation for loss of office or as consideration for or in connexion with his retirement from office. (4) The invitor shall not (a) indicate or imply, whether by statement in the invitation or in any other manner, that the order in which offers made by offerees are dispatched or received may have an effect in relation to the determination of the offers that will be accepted; (b) accept an offer to dispose of shares made in consequence of the invitation before the expiration of the period during which the invitation is expressed, pursuant to subsection (2) of this section, to remain open; or (c) accept an offer or offers made in consequence of the invitation in such a manner as to be unfair to persons who so made offers. (5) If the invitor accepts an offer for the reason only that it was received before another offer, he shall, unless he satisfies the Court that he had reasonable grounds for doing so, be deemed, for the purposes of paragraph (c) of subsection (4) of this section, to have accepted that offer in such a manner as to be unfair to other persons who made offers in consequence of the invitation. 180G . Statement by offeree company . (1) Where an offeree company receives a Part A statement given under section 180c, the company shall- (a) not later than fourteen days after receipt of the statement, give to the offeror; or (b) not later than fourteen days after the first take-over offer, or the invitation, to which the statement relates, as the case may be, is dispatched, give to each holder of shares to which the statement refers, a Part B statement signed by all the directors of the company or by not less than two directors of the company authorized so to sign pursuant to a resolution passed at a meeting of the directors or, in the case of a corporation that has only one director, by that director.

Companies Act Amendment Act 1971, No. 8 95 (2) The Part B statement may contain such information in addition to that referred to in Part B of the Tenth Schedule as the directors of the offeree company think fit. (3) The offeree company shall, forthwith after giving a Part B statement under subsection (1) of this section, lodge with the Commissioner- (a) a copy of the statement; and (b) where the statement is not signed by all the directors of the company, a copy of the resolution passed at a meeting of the directors authorizing the signing of the statement and a statement showing the names of the directors who were present at the meeting at which the resolution was agreed to and the names of any directors who voted against the resolution.". 15. New ss. 180H , 180J. After section 180G of the Principal Act as inserted by this Act, the following sections are inserted:-- " 180H . Notice to offeree company . (1) Where a take-over offer has been dispatched, the offeror shall- (a) on the day on which the take-over offer is dispatched, give notice in writing to the offeree company that the offer has been dispatched and of the date that it bears; and (b) on the same day or, if the office of the Commissioner is not open on that day, on the next day on which that office is open, lodge with the Commissioner a copy of the notice. (2) Subsection (1) of this section does not apply where the requirements of that subsection have already been complied with in respect of another take-over offer under the take-over scheme. 180J. Liability for mis - statements in Part A statements. (1) Where- (a) there is, in a Part A statement given under section 180c, matter that is false in a material particular or materially misleading in the form and context in which it appears; or (b) there is an omission of material matter from such a statement, a person to whom this section applies is, subject to this section, guilty of an offence against this Act. Penalty: $2,000 or imprisonment for one year, or both. (2) A person to whom this section applies is, in the circumstances referred to in subsection (1) of this section, whether he has been convicted of an offence under that subsection or not, liable, subject to this section, to pay compensation to a person who accepts a take-over offer on the faith of the contents of the statement for any loss or damage sustained by reason of the false or misleading matter or.by reason of the omission.

96 Companies Act Amendment Act 1971, No. 8 (3) The persons to whom this section applies are- (a) the offeror; (b) where the offeror is or includes a corporation, a person who was a director of that corporation at the time the statement was given, not being- (i) a director who was not present at the meeting at which the resolution authorizing the signing of the statement was agreed to; or (ii) a director who voted against that resolution; or (iii) a director who abstains from voting on the resolution; and (c) subject to subsection (4) of this section, a person a notice of whose consent to the inclusion in the statement of a report made by him has been given to the offeree company under paragraph (b) of subsection (1), or under paragraph (b) of subsection (3), of section 180c. (4) A person referred to in paragraph (c) of subsection (3) of this section is guilty of an offence under subsection (1) of this section, and liable to pay compensation under subsection (2) of this section, only in respect of false or misleading matter in the report referred to in that paragraph or an omission of material matter from that report. (5) It is a defence to a prosecution of a person for an offence under subsection (1) of this section if the person proves- (a) that, when the statement was given, he- (i) believed on reasonable grounds that the false matter was true; (ii) believed on reasonable grounds that the misleading matter was not misleading; (iii) in the case of an omission, believed on reasonable grounds that no material matter had been omitted; or (iv) in the case of an omission, did not know that the omitted matter was material; and (b) that- (i) on the date of the complaint or summons, he so believed or did not so know; or (ii) before that date, he ceased so to believe or came to know that the omitted matter was material, and forthwith gave reasonable public notice containing such matters as were necessary to correct the false or misleading statement or the omission. (6) It is a defence to an action under subsection (2) of this section if the defendant proves- (a) any matter referred to in paragraph (a) of subsection (5) of this section; and (b) that- (i) when the plaintiff accepted the take-over offer, the defendant believed as mentioned in subparagraph (i), (ii) or (iii) of paragraph (a) of subsection (5) of this section or did not know that the omitted matter was material; or

Companies Act Amendment Act 1971, No. 8 97 (ii) before the plaintiff accepted the take-over offer, the defendant ceased so to believe or came to know that the omitted matter was material, and forthwith gave reasonable public notice containing such matters as were necessary to correct the false or misleading statement or the omission. (7) In this section, a reference to a statement includes a reference to a statement as modified by modifications referred to in subsection (6) of section 180L. (8) Nothing in this section affects any cause of action existing apart from this section.". 16. New ss. 180K , 180L. After section 1801 of the Principal Act as inserted by this Act, the following sections are inserted:- " 180K . Acceptance of take-over offers by third parties . Where, at the time when a take-over offer is made to a person or at any time during the period during which the offer is open, another person is, or is entitled to be registered as, the holder of shares to which the offer relates, then, except in so far as the offer otherwise provides- (a) a corresponding take-over offer shall be deemed to have been made to that other person in respect of those shares; and (b) a corresponding take-over offer shall be deemed to have been made to the first-mentioned person in respect of any other shares to which the offer relates. 180L . Variation of take-over offers . (1) An offeror may not vary a take-over offer except in accordance with this section. (2) An offeror may vary a take-over offer that is constituted by an offer by doing one or more of the following in relation to the whole or a part of the consideration that is offered for the shares proposed to be acquired- (a) where a cash sum is so offered-by increasing the amount of that sum; (b) where shares are so offered-by increasing the number of those shares; (c) where stock is so offered-by increasing the amount of that stock; (d) where debentures are so offered-by increasing the rate of interest payable under those debentures; (e) where debentures are so offered-by increasing the amount of those debentures; (f) where an option to acquire unissued shares is so offered- by increasing the number of the unissued shares which may be acquired under that option. (3) An offeror may vary a take-over offer by extending the period during which it remains open and, where an offeror so varies a take-over offer that contains a condition in relation to which section 180N applies, he may correspondingly vary the date specified for the publication of the notice referred to in subsection (3) of that section. 4

98 Companies Act Amendment Act 1971, No. 8 (4) Where the consideration that is offered for the shares proposed to be acquired under a take-over offer is varied under subsection (2) of this section, each person whose shares are acquired before or after the variation under a like take-over offer (that is to say, a take-over offer that, disregarding the person who is the offeree and the number of shares to which the offer relates, is the same as the first-mentioned take-over offer) is entitled to receive consideration as varied accordingly. (5) Where an offeror varies a take-over offer, he shall forthwith give to the offeree company, to the offeree and to each other offeree to whom a like take-over offer within the meaning of subsection (4) of this section has been made a notice in writing in accordance with subsection (6) of this section and shall forthwith lodge with the Commissioner a copy .of the notice. (6) The notice shall set out in an appropriate form particulars of such modifications of the Part A statement given under section 180c as are necessary having regard to the variation.". 17. New ss. 180M , 180N, 180P . After section 180L of the Principal Act as inserted by this Act, the following sections are inserted:- 66180M . Offerees not to be given benefits except under take-over scheme . (1) While a take-over offer under a take-over scheme remains open- (a) the offeror; (b) where the offeror is or includes a corporation, a corporation that, by virtue of subsection (5) of section 6 is deemed to be related to the first-mentioned corporation; (c) a person who has an agreement , arrangement or undertaking whether formal or informal and whether express or implied with the offeror by reason of which he or the offeror may exercise, or directly or indirectly ^ontrol the exercise of, the voting power attached to a share in the company to which the take-over scheme relates; or (d) a person in accordance with whose directions, instructions or wishes, - or under whose authority, the offeror is under an obligation, whether formal or informal, to act in relation to the take-over scheme, shall not, except in pursuance of a variation made in accordance with section 180L, give, offer to give or agree to give to a person whose shares may be acquired under the take-over scheme any benefit (whether by payment of cash or otherwise) not provided for in the particulars of the take-over scheme as set out. in the Part A statement given in respect of the take-over scheme under section 180c. (2) For the purposes of this section, where two or more persons constitute an offeror, a reference in subsection (1) of this section to the offeror shall be read as a reference to each of those persons. (3) Nothing in this section prevents the acquisition of shares in a company at an official meeting of a stock exchange in the ordinary course of trading on the stock exchange.

Companies Act Amendment Act 1971, No. 8 99 180N. Declaration where take - over offers are conditional. (1) Where two or more take-over offers that, disregarding the persons who are the offerees and the number of shares to which the offers relate, are the same are subject to a particular condition, the offeror may not declare any of the take-over offers to be free from the condition unless it is a term of each offer that he may do so not less than seven days before the end of the period during which it is open. (2) If the offeror declares one of the offers to be free from the condition, he shall forthwith declare the other offers to be free from the condition and shall forthwith cause to be published a notice- (a) stating that the offers are free from the condition; and (b) specifying- (i) the proportion that the number of shares to which, to his knowledge, he is entitled at the time of lodging the notice for publication bears to the number of issued shares in the company; or (ii) if offers were made in respect of shares included in one or more classes of shares-the proportion that the number of shares included in that class or in each of those classes, to which he is so entitled bears to the number of issued shares included in that class, or in each of those classes, as the case may be. (3) The offeror shall, whether or not he has caused a notice to be published under subsection (2) of this section, cause to be published, on the date specified in the take-over offer in accordance with subsection (5) of section 180E, a notice- (a) stating whether the offeror has declared the offers to be free from the condition; or (b) stating whether, to his knowledge, the condition was, at the time of lodging the notice for publication, fulfilled or not. (4) Where a notice under subsection (3) of this section states that the offeror has declared the offers to be free from the condition or that the condition has been fulfilled, the notice shall also specify- (a) the proportion that the number of shares to which, to his knowledge, he is entitled at the time of lodging the notice for publication bears to the number of issued shares in the company; or (b) if offers were made in respect of shares included in one or more classes of shares-the proportion that the number of shares included in that class or in each of those classes, to which he is so entitled bears to the number of issued shares included in that class, or in each of those classes, as the case may be. (5) A notice under subsection (2) or (3) of this section shall be published in a newspaper circulating generally in the State and, if shares in the offeree company are listed for quotation on the official list of a stock exchange in another State or in a Territory of the Commonwealth and that newspaper does not circulate generally in that State or Territory, in a newspaper that does so circulate.

100 Companies Act Amendment Act 1971, No. 8 (6) On the first day on which a notice under subsection (2) or (3) of this section is lodged for publication, the offeror shall send, by telegraph, a message to the effect of the notice to each stock exchange on the official list of which shares in the offeree company are listed for quotation. (7) Where by this section an offeror is required to cause a notice, to be published and, due to circumstances beyond the control of the offeror, the notice is not published in accordance with that requirement, the requirement shall be deemed to have been complied with if the offeror- (a) did all things that would, but for those circumstances, have resulted in publication of the notice in accordance with that requirement; and (b) causes the notice to be published on the first practicable date after those circumstances cease to exist. (8) Where a condition referred to in subsection (1) of this section has not been fulfilled and a notice has not been published as required by subsection (3) of this section, all contracts formed by the acceptance of take-over offers under the take-over scheme are void. 180P. Expenses of directors of offeree company. Notwithstanding anything in the articles of a company, or in the document by which a company is constituted, the directors of the company are entitled to have refunded to them by the company any expenses reasonably incurred by them in the interest of the members of the company in relation to a take-over scheme involving the acquisition of shares in the company.". 18. New ss. 180Q , 180R, 180S, 180T. After section 180P of the Principal Act as inserted by this Act, the following sections are inserted:- " 180Q . Statements as to proposed take-over offers. (1) A person who does not intend to make an offer in the nature of a take-over offer shall not give notice or publicly announce that he intends to make a take-over offer or an offer in the nature of a take-over offer whether under this Act or otherwise. (2) Persons who do not intend to make an offer in the nature of a take-over offer shall not give notice or publicly announce that they intend to make together a take-over offer or an offer in the nature of a take-over offer whether under this Act or otherwise. (3) A person shall not make a take-over offer or an offer in the nature of a take-over offer, or give notice or publicly announce that he intends to make such an offer, if he has no reasonable or probable grounds for believing- (a) that he will be able to perform his obligations if the offer is accepted; or (b) in the case of a take-over offer, or an offer in the nature of a take-over offer, that is constituted by an invitation- that he will be able to perform his obligations if he accepts some or all of the offers that may be made to him in consequence of the invitation.

Companies Act Amendment Act 1971, No. 8 101 (4) Persons shall not together make a take-over offer 'or an offer in the nature of a take-over offer, or give notice or publicly announce that they intend to make together such an offer, if they have no reasonable or probable grounds for believing- (a) that they will be able to perform their obligations if the offer is accepted; or (b) in the case of a take-over offer, or an offer in the nature of a take-over offer, that is constituted by an invitation- that they will be able to perform their obligations if they accept some or all of the offers that may be made to them in consequence of the invitation. 180R . Orders to protect rights under take-over schemes. (1) Where two or more take-over offers that constitute a take-over scheme have been made, the Court may, on the application of the Minister or of the offeree company, where the Court is satisfied that a provision of this Part has not been complied with, make such orders as it thinks necessary or expedient to protect the rights of a person affected by the take-over scheme, including, but without limiting the generality of the foregoing, one or more of the following orders:- (a) an order restraining the registration of transfers of shares in the offeree company; (b) an order restraining the disposal of any interest in shares in the offeree company; (c) an order cancelling a contract, arrangement or offer relating to the take-over scheme; (d) an order declaring a contract, arrangement or offer relating to the take-over scheme to be voidable; and. (e) for the purpose of securing compliance with any other order under this section, an order directing a person to do or refrain from doing a specified act. (2) A person shall not contravene or fail to comply with an order under subsection (1) of this section that is applicable to him. (3) Subsection (2) of this section does not affect the powers of the Court in relation to the punishment of contempts of the Court. 180S. Court may excuse non-compliance due to inadvertence, etc. (1) Where a person has failed to comply with a provision of this Part and the Court is satisfied that the non-compliance was due to inadvertence, mistake or circumstances beyond his control and that, in all the circumstances, the failure ought to be excused, the Court may, on the application of an interested person, make such order as it thinks fit declaring any act or matter not to be invalid by reason of the failure to comply or declaring any act or matter to have force and effect as if there had been no such failure. (2) An order under subsection (1) of this section may include such ancillary or consequential provisions as the Court thinks just.

102 Companies Act Amendment Act 1971, No. 8 180T . Powers of Court . (1) The Court shall, before making an order under section 1808 or 180s, satisfy itself, so far as it can reasonably do so, that the order would not unfairly prejudice any person. (2) The Court may, before making an order under section 180a or 180s, direct that notice of the application be given to such persons as it thinks fit or direct that notice of the application be published in such manner as it thinks fit, or both. (3) The Court may rescind, vary or discharge an order made by it under section 1808 or 180s or suspend the operation of such an order.". 19. New ss. 180U, 180V, 180w. After section 180r of the Principal Act as inserted by this Act, the following sections are inserted:- " 180U . Regulations may be made with respect to certain matters. (1) The regulations may vary the requirements set out in any part of the Tenth Schedule, either by omitting or altering any such requirement or by adding additional requirements, and any reference in this Part to the requirements of a part of the Tenth Schedule shall be read as a reference to those requirements as so varied for the time being. (2) The regulations may require the lodging, as prescribed, with one or more stock exchanges, or with the Commissioner, or with both, of (a) a signed copy of a prescribed document being a document made or given in pursuance of this Part; or (b) a notice in the prescribed form, and containing the prescribed particulars, of such a document. 180v. Power to exempt from compliance with Part. The Minister may, by order published in the Gazette, exempt a person, as specified in the order and subject to such terms and conditions (if any) as are specified in the order, from compliance with all or any of the provisions of this Part or of the requirements set out in the Tenth Schedule. 180W. Offences. (1) A person who contravenes or fails to comply with a provision of this Part is guilty of an offence against this Act. (2) If a take-over offer or an invitation is dispatched in contravention of this Part, the offeror, or, where the offeror is two or more persons, each of those persons, is guilty of an offence against this Act. (3) Where an offence against this Part is committed by a corporation, an officer of the corporation who is in default is guilty of an offence against this Act. (4) The penalty for an offence against this Act arising under this section is a fine not exceeding $2,000 or imprisonment for a period not exceeding three months, or both. (5) Subsection (1) of section 379 does not apply in relation to this Part.".

Companies Act Amendment Act 1971, No. 8 103 20. New ss. 180X , 180Y. After section 180w of the Principal Act as inserted by this Act, the following sections are inserted:- " 180X . Acquisition of shares of shareholders dissenting from a take - over scheme. (1) For the purposes of this section- (a) where two or more take-over offers (not being take-over offers constituted by invitations) that constitute a take- over scheme have been made in respect of all the shares included in a class of shares (other than shares to which the offeror, or, where two or more persons constitute the offeror, any of those persons, is entitled), the shares in respect of which those take-over offers were made are shares subject to acquisition; (b) outstanding shares are shares subject to acquisition in respect of which a take-over offer was made but has not been accepted; and (c) a dissenting offeree is a person who is, or is entitled to be registered as, a holder of outstanding shares. (2) Where the shares in a company are not divided into two or more classes, those shares shall be deemed to constitute a class. (3) Where- (a) take-over offers in respect of shares included in the class of shares referred to in paragraph (a) of subsection (1) of this section representing not less than nine-tenths of the nominal amount of shares subject to acquisition have been accepted; and (b) if the shares subject to acquisition represent less than nine-tenths of the nominal amount of all the shares included in that class-take-over offers in respect of those shares have been accepted by not less than three-quarters of the offerees, the offeror may, within two months after the last day upon which a take-over offer under the take-over scheme was open for acceptance (any variation under subsection (3) of section 180x. being disregarded), give notice as prescribed to a dissenting offeree to the effect that take-over offers have been accepted as mentioned in paragraphs (a) and (b) of this subsection and that the offeror desires to acquire the outstanding shares held by the dissenting offeree. (4) For the purposes of paragraph (b) of subsection (3) of this section, two or more persons holding jointly shares in respect of which a take-over offer has been made shall be deemed to be one offeree. (5) Where such a notice is so given, the offeror is entitled and bound, subject to this section, to acquire those shares on the terms applicable under the take-over offer. (6) Subsection (5) of this section does not have effect where, on an application made by the dissenting offeree- (a) within one month after the date on which the notice was given; or

104 Companies Act Amendment Act 1971, No. 8 (b) within fourteen days after a statement is supplied to the dissenting offeree under subsection (9) of this section, whichever is the later, the Court orders that that subsection is not to have effect. (7) Where alternative terms were offered under the take-over offer, the dissenting offeree may, by notice in writing given to the offeror- (a) within one month after the date on which the notice was given under subsection (3) of this section; or (b) within fourteen days after the giving to him of a statement under subsection (9) of this section, whichever is the later, specify which of those terms he prefers and the terms so specified shall apply to the acquisition of outstanding shares of the dissenting offeree. (8) If the dissenting offeree fails to give the notice within the time allowed by subsection (7) of this section, the offeror may, unless the Court otherwise orders, determine which of those terms is to apply to the acquisition of the outstanding shares of the dissenting offeree. (9) Where the offeror has given notice under subsection (3) of this section, the dissenting offeree may, by notice in writing served on the offeror within one month after the date on which the first-mentioned notice was given, ask for a statement in writing of the names and addresses of all other dissenting offerees and the offeror shall forthwith give a statement in writing accordingly. (10) Where the offeror has given notice under subsection (3) of this section and the Court has not, on an application made by the dissenting offeree, ordered to the contrary, the offeror shall, within fourteen days after- (a) the expiration of one month after the notice was given; (b) the expiration of fourteen days after the last day on which a statement under subsection (9) of this section was given; or (c) where an application had been made to the Court by the dissenting offeree-the application has been disposed of, whichever last happens, give a copy of the notice to the offeree company together with an instrument of transfer of the outstanding shares held by the dissenting offeree executed on behalf of the dissenting offeree by a person appointed by the offeror and also executed by the offeror and pay, allot or transfer to the offeree company the consideration for the transfer and the offeree company shall thereupon register the offeror as the holder of those shares. (11) The consideration so received shall be held by the offeree company in trust for the dissenting offeree. (12) Where consideration held as provided by subsection (11) of this section consists of or includes money, that money shall be paid into a bank account established for that purpose only.

Companies Act Amendment Act 1971, No. 8 105 (13) Where money or other property is held in trust by a company for a person under this section and has been so held for not less than two years, the company shall, before the expiration of ten years after the date on which the money or other property was received by the company, pay the money or transfer the property and any accretions (or, if any property has been substituted for the whole or any part of that sum or property-that property) to the Public Curator. (14) The Public Curator shall sell or dispose of any property other than money so received and any property that becomes substituted for the whole or any part of that property as he thinks fit and shall deal with the proceeds of the sale or disposal and any money so received and any income derived from that property as if they were moneys paid to him under Division 3 of Part V of The Public Curator Acts, 1915 to 1957. (15) Where any property other than money transferred to the Public Curator under this section includes shares in a corporation, the Public Curator is not subject to any obligation- (a) to pay any calls; (b) to make any contribution to the. debts and liabilities of the corporation; or (c) to discharge any other liability, in respect of the shares, whether the obligation arises before or after the date of the transfer, but this subsection does not affect the right of the corporation to forfeit a share. (16) Where, under the law of another State or of a Territory of the Commonwealth that corresponds to this section, shares in a company are transferred to an authority specified in that law, that authority is not subject to any obligation as specified in subsection. (15) of this section in respect of those shares, but this subsection does not affect a right of the company to forfeit a share. (17) Neither the State nor the Public Curator is liable for any loss or damage suffered by a person arising out of the exercise of any of the powers of the Public Curator under this section. 180Y. Rights of remaining shareholders . (1) The following subsections of this section have effect where the aggregate nominal value of- (a) shares included in a class of shares in an offeree company to which the offeror, or, where two or more persons constitute the offeror, any of those persons, becomes entitled in consequence of take-over offers under a take-over scheme; and (b) any other shares included in that class to which the offeror, or, where two or more persons constitute the offeror, any of those persons, was entitled before the take-over offers were dispatched, is not less than nine-tenths of the nominal value of the issued shares included in that class.

106 Companies Act Amendment Act 1971, No. 8 (2) The offeror shall, within one month after the date on which the aggregate nominal value of the shares referred to in paragraphs (a) and (b) of subsection (1) of this section becomes not less than nine-tenths of the nominal value of the shares last-mentioned in that subsection, give notice of the fact as prescribed to the holders of the remaining shares included in that class who, when the notice is given, had not been given notice under subsection (3) of section 180x. (3) A holder of remaining shares referred to in subsection (2) of this section may, within three months after the giving of notice to him under that subsection, require the offeror to acquire shares included in that class of which he is the holder and, where alternative terms were offered in respect of shares included in that class in take-over offers under the take-over scheme, elect which of those terms he will accept. (4) Where a shareholder gives notice under subsection (3) of this section with respect to his shares, the offeror is entitled and bound to acquire those shares- (a) on the terms on which shares were acquired under the take-over scheme and, where alternative terms were offered to the holders of those shares, on the terms for which the shareholder has elected or where he has not so elected for whichever of the terms the offeror determines; or (b) on such other terms as are agreed or as the Court, on the application of the offeror or the shareholder, thinks fit to order. (5) Where the shares in a company are not divided into two or more classes, those shares shall be deemed to constitute a class.". 21. Repeal of s. 184 . Take-over offers. Section 184 of the Principal Act is repealed. 22. Repeal of and new s . 185. Section 185 of the Principal Act is repealed and the following section inserted in its stead:- " 185. Acquisition of shares of shareholders dissenting from scheme or contract approved by majority. (1) Where a scheme or contract (not being a take-over scheme as referred to in subsection (4) of section 180n) involving a transfer of the shares included in a class of shares in a company (in this section referred to as " the transferor company ") to a person (in this section referred to as " the transferee ") has, within four months after the making of the offer in that behalf by the transferee been approved by the holders of not less than nine-tenths in nominal value of the shares included in that class of shares (other than shares already held at the date of the offer by or by a nominee for the transferee or, where the transferee is a company, its subsidiary), the transferee may at any time within two months after the offer has been so

Companies Act Amendment Act 1971, No. 8 107 'approved give notice as prescribed to a dissenting shareholder that he desires to acquire the shares of that shareholder and, when such a notice is given, the transferee is, unless on an application made by a dissenting shareholder within one month after the date on which the notice was given or within fourteen days after a statement is supplied to a dissenting shareholder in pursuance of subsection ( 5) of this section ( whichever is the later ), the Court thinks fit to order otherwise , entitled and bound, subject to this section, to acquire those shares on the terms on which, under the scheme or contract, the shares of the approving shareholders are to be transferred to the transferee. (2) Where the shares in a company are not divided into two or more classes , those shares shall be deemed to constitute a class. (3) Where alternative terms were offered to the approving shareholders , the dissenting shareholder is entitled to elect not later than the expiration of one month after the date on which the notice is given under subsection ( 1) of this section or fourteen days after the date on which a statement is supplied in pursuance of subsection ( 5) of this section ( whichever is the later ) which of those terms he prefers and if the dissenting shareholder fails to make the election within the time allowed by this subsection, the transferee may, unless the Court otherwise orders, determine which of those terms is to apply to the acquisition of the shares of the dissenting shareholder. (4) Notwithstanding anything in subsection ( 1) of this section, where shares in the transferor company of the same class as the shares whose transfer is involved are already held as mentioned in subsection ( 1) of this section, to a nominal value greater than one-tenth of the aggregate of their nominal value and that of the shares ( other than those already held as mentioned in subsection (1) of this section ) whose transfer is involved , the provisions of subsection (1) of this section do not apply unless- (a) the transferee offers the same terms to all holders of the shares ( other than those already held as mentioned in subsection ( 1) of this section ) the transfer of which is involved; and (b) the holders who approve the scheme or contract , besides holding not less than nine - tenths in nominal value of the shares (other than those already held as mentioned in subsection ( 1) of this section ) the transfer of which is involved , are not less than three-fourths in number of the holders of those shares. (5) Where the transferee has given notice to a dissenting shareholder that he desires to acquire that shareholder ' s shares, that shareholder is entitled to require the transferee , by a demand in writing served on the transferee within one month after the date on which the notice was given , to furnish to him a statement in writing of the names and addresses of all other dissenting shareholders as shown in the register of members. (6) Where, in pursuance of such a scheme or contract, the transferee becomes beneficially entitled to shares in the transferor company which, together with any other shares in the

Companies Act Amendment Act 1971, No. 8 233 152. Amendment of s. 295 . Liquidator ' s right to recover in respect of certain sales to or by company . Section 295 of the Principal Act is amended by inserting in subsection (4) after the word " shares " the words " in the company ". 153. Amendment of s. 306. Prosecution of delinquent officers and members of company . Section 306 of the Principal Act is amended- (a) by omitting from subsection (1) the words " either himself to prosecute the offender or "; (b) by inserting in subsection (4) after the word " offender " the words 66 and for that purpose the Commissioner shall be deemed to have given his written consent to the proceedings being taken by the liquidator "; (c) by omitting subsection (6) and inserting in its stead the following subsections:- " (6) If, where any matter is reported or referred to the Crown Law Officer or Commissioner under this section, he is of the opinion that an offence may have been committed and that the case is one in which a prosecution ought to be instituted, the Crown Law Officer or Commissioner may institute a prosecution accordingly. (6A) Where the Crown Law Officer or Commissioner has formed the opinion referred to in subsection (6) of this section he may, by notice in writing given before or after the institution of a prosecution in accordance with that subsection, require an officer of the company to which the matter reported or referred to the Crown Law Officer or Commissioner relates (not being an officer who is or, in the opinion of the Crown Law Officer or Commissioner, is likely to be, a defendant in the proceedings) to give all assistance in connexion with the prosecution or proposed prosecution that he is reasonably able to give."; (d) by omitting subsection (7) and inserting in its stead the following subsection:- " (7) For the purposes of subsection (6A) of this section " officer " in relation to a company means officer as defined in subsection (1) of section 5 and includes- (a) a person who has at any time been an officer, as so defined; and (b) a person who acts or has at any time acted as banker, solicitor, auditor or in any other capacity for the company."; and (e) by omitting subsection (8) and inserting in its stead the following subsections:- " (8) Where a person to whom a notice has been given under subsection (6A) of this section fails to comply with a requirement specified in the notice the Court may, on the application of the Crown Law Officer or Commissioner, direct that person to comply with the requirement. (8A) Where an application is made under subsection (8) of this section with respect to a liquidator the Court may, unless it appears that the failure to comply was due to the liquidator not having in his hands sufficient assets of the company to enable him so to do, direct that the costs of the application shall be borne by the liquidator personally.".

234 Companies Act Amendment Act 1971, No. 8 154. Amendment of s. 348 . Balance - sheets . Section 348 of the Principal Act is amended by omitting paragraph (a) of subsection (5) and inserting in its stead the following paragraph:- (a) which is an unlimited private company under the law of the United Kingdom relating to companies and is exempt under that law from lodging accounts with the Registrar of Companies holding office under that law;". 155. Amendment of s. 354 . The branch register . Section 354 of the Principal Act is amended by omitting from subsection (8) the words " corresponding with section one hundred and eighty-five, to give notice to " and inserting in their stead the words " that corresponds to section 180x or 185 to give notice to a dissenting offeree or ". 156. Amendment of s. 3. Division of Act into Parts , etc. Section 3 of the Principal Act is further amended by omitting from the matter relating to Division 1 of Part XII the words " Enforcement of Act " and inserting in their stead the word " Proceedings ". 157. Amendment of heading Part %II. The headings occurring after section 361 of the Principal Act are amended by omitting the words " Enforcement of Act " and inserting in their stead the word " Proceedings ". 158. Amendment of s. 362 . Service of documents on company . Section 362 of the Principal Act is amended- (a) by inserting after subsection (2) the following subsection:- "(2A) Where a liquidator of a company has been appointed, a document may be served on the company by leaving it at, or by sending it by post to, the last address of the office of the liquidator notice of which has been lodged with the Commissioner."; and (b) by inserting at the end of the section the following subsection:- " (4) The situation of the registered office of a company shall be deemed to be the address notified under subsection (1) of section 112 or, where notice of change of address has been given under subsection (IA) of that section, the address specified in that notice from the date specified in that notice as the date on which the change of address occurs.". 159. Repeal of and new s. 364. Disposal of shares of shareholder whose whereabouts unknown . Section 364 of the Principal Act is repealed and the following section inserted in its stead:- " 364. Disposal of shares of shareholder whose whereabouts unknown . (1) Where a person has been shown in the register of members of a company as a member of the company for a period of not less than ten years and the company has for a period of not less than ten years- (a) had reasonable grounds for believing that that person had not during that last-mentioned period resided at the address shown in the register as his address; and

Companies Act Amendment Act 1971, No. 8 235 (b) had, on each occasion during that last-mentioned period when, whether or not in accordance with a provision of this Act, it sought to communicate with that person, been unable after the exercise of reasonable diligence so to do, the company may cause an advertisement to be published in a daily newspaper circulating in the place shown in the register of members as the address of the shareholder stating that the company intends after the expiration of one month from the date of the advertisement to apply to the Public Curator for permission to transfer to the Public Curator the shares held by the shareholder in the company and any rights to subscribe for shares held in right of those shares. (2) If after the expiration of one month from the date of the advertisement, the whereabouts of the shareholder remain unknown, the company may apply to the Public Curator for permission to transfer to the Public Curator the shares held by the shareholder in the company and any rights to subscribe for shares held in right of those shares. (3) The application' shall be accompanied by a statutory declaration by a director or secretary or manager of the company in the prescribed form and a copy of the advertisement referred to in subsection (1) of this section. (4) Where the Public Curator grants permission for the shares and rights (if any) to be transferred, the company may transfer the shares and any rights to the Public Curator and for that purpose may execute for and on behalf of the shareholder a transfer of the shares and rights (if any) to the Public Curator. (5) The Public Curator shall sell or dispose of any shares or rights transferred to him under subsection (4) of this section or any shares or other property received by him in exchange for any shares or rights so transferred in such manner and at such time as he thinks fit and shall deal with the proceeds of the sale as if they were moneys paid to him pursuant to the provisions of Division 3 of Part V of The Public Curator Acts 1915 to 1957. (6) The Public Curator shall not be liable for any loss or damage suffered by any person arising out of the transfer, sale or disposal of any shares, rights or other property under this section or a corresponding previous enactment. (7) The Public Curator shall not be subject to any obligation- (a) to pay any call; (b) to make any contribution to the debts and liabilities of the company; or (c) to discharge any other liability, in respect of any shares transferred to him under this section, whether the obligation arises before or after the date of the transfer, and shall not be liable to be sued for any calls or contribution or other liability, but this subsection does not affect the right of any company to forfeit any share upon which any call or contribution remains unpaid or any liability undischarged.

236 Companies Act Amendment Act 1971, No. 8 (8) A reference in this section to any period of not less than ten years is a reference to a period that commenced before or after the commencement of section 159 of the Companies ActAmendment Act1971.". 160. Amendment of s. 374. Restriction on offering shares, debentures, etc., for subscription or purchase . Section 374 of the Principal Act is amended by omitting paragraph (a) of subsection (4) and inserting in its stead the following paragraph: " (a) where the shares to which the offer relates are shares of a class which are quoted on a prescribed stock exchange in a State or a Territory of the Commonwealth, and the offer so states, specifying the stock exchange;". 161. New s. 378A. Reciprocity in relation to offences. After section 378 of the Principal Act the following section is inserted:- 66 378A. Reciprocity in relation to offences . ( 1) If, in the State, a person does an act or omits to do an act and that person would, if he had done that act, or had omitted to do that act, in another State or in a Territory of the Commonwealth, have been guilty of an offence against the law of that State or Territory that corresponds to a provision of this Act, that person is guilty of an offence against this Act punishable as the first-mentioned offence is punishable. (2) Where an act or . omission constitutes an offence both under this Act and under the law of another State or of a Territory of the Commonwealth and the offender has been punished for the offence under that law, he is not liable to be punished in respect of the offence against this Act.". 162. Application of s. 114 in certain cases . (1) Where a proprietary company that has only one director was incorporated before the commencement of section 117 of this Act, the amendments made by paragraph (a) of that section shall be deemed not to take effect in respect of that company until it has two directors or until the expiration of the period of six months next succeeding that commencement, whichever first occurs. (2) A person who is the sole director of a company that, before the commencement of section 117 of this Act, was not required to have more than one director may, until the company has two directors or until the expiration of six months after that commencement, whichever last occurs, exercise a duty or perform a function required under the Principal Act, as amended by this Act, to be exercised or performed by directors notwithstanding that the Principal Act, as so amended, requires that duty or function to be exercised or performed by two or more directors. 163. Application of s. 132 in certain cases. Where a proprietary company was incorporated before the commencement of section 127 of this Act, the amendments made by that section shall be deemed not to take effect in respect of that company until the expiration of the period of six months next succeeding that commencement.

Companies Act Amendment Act 1971, No. 8 237 PART VIII-TRANSFER OF ADMINISTRATION 164. Amendment of s. 5 . Interpretation . Section 5 of the Principal Act is amended- (a) by inserting in subsection (1) after the definition of "Articles " the following definition:- "Assistant Commissioner " means an Assistant Commissioner for Corporate Affairs appointed under the Securities IndustryAct1971;"; (b) by inserting in subsection (1) after the definition of " Charge " the following definition:- " " Commissioner " means the Commissioner for Corporate Affairs appointed under the Securities Industry Act1971;"; (c) by omitting from that subsection the definition of " Registrar "; and (d) by omitting subsection (9). 165. Amendment of s. 7. Section 7 of the Principal Act is amended- (a) by omitting the marginal notes and subsections (1), (2), (3), (4) and (5) and inserting in their stead the following subsections:- "Administration of Act. (1) The Commissioner shall have the general administration of this Act. (2) Save as provided in sections 76 and 100 and unless the contrary intention appears, documents in relation to a company or a foreign company registered in the State shall be lodged at the office of the Commissioner at the place whereat the company or foreign company was registered under this Act or any corresponding previous enactment unless the Commissioner on being satisfied that special circumstances exist otherwise permits in writing. (3) Where special circumstances exist, the Commissioner may authorize the transfer of the documents relating to a company or foreign company registered in the State from his office at the place whereat the company or foreign company was registered to his office at another place in the State and upon such transfer the company or foreign company shall be deemed to have been registered at that other place and this Act shall apply accordingly. (4) Where an office of the Commissioner is established at a place outside Brisbane, anything by this Act appointed or authorized or required to be done or signed by the Commissioner may, subject to any direction of the Commissioner, be done or signed by an Assistant Commissioner at that place and shall be as valid and effectual as if done or signed by the Commissioner. (5) Subject to the Public Service Act1922-1968, there may be appointed such officers and employees as are required for the purposes of this Act and officers and employees shall perform such duties as may be assigned by the Commissioner. (5A) The Commissioner may incorporate with the registers kept by him under this Act such documents, instruments and registers kept by the Registrar of Companies under this Act or any corresponding previous enactment as he thinks fit.";

238 Companies Act Amendment Act 1971, No. 8 (b) by omitting from subsection (8) the words "A person " and inserting in their stead the words " Subject to this section, a person "; and (c) by inserting after subsection (8) the following subsection:- 66 (8A) Where the regulations prescribe for the purposes of this section an office held under the law of the State or of the Commonwealth or of another State or a Territory of the Commonwealth, it shall not be a contravention of subsection (8) of this section to communicate to the holder of that office information connected with the duties of the office.". 166. Amendment of s. 42 . Registration of prospectus . Section 42 of the Principal Act is amended by omitting the word " Registrar " (where firstly, secondly, thirdly, fourthly and sixthly occurring) and inserting in its stead the word " Commissioner ". 167. Amendment of s. 310. Outstanding assets of defunct company to vest in Commissioner . Section 316 of the Principal Act is amended by inserting next after subsection (1) the following subsection:- 66 (IA) Where, immediately before the commencement of Part VIII of the Companies Act Amendment Act 1971, there remained vested in the Registrar of Companies any property vested in him by the operation of this section before that commencement, that property is hereby vested in the Commissioner who may, in respect of that property, make all claims and exercise all rights and remedies, that might have been made or exercised by the Registrar of Companies had Part VIII of the Companies Act Amendment Act 1971, not been enacted.". 168. Amendment of s. 311. Outstanding interests in property how disposed of. Section 311 of the Principal Act is amended by inserting in subsection (1) after the word " may " the words "get in,". 169. Amendment of s. 370. Inspection of registers . Section 370 of the Principal Act is amended by inserting in subsection (2) after the word 66 corporation " (wherever occurring) the words " or banking corporation ". 170. Amendment of s. 381. Proceedings how and when taken. Section 381 of the Principal Act is amended by omitting subsection (1) and inserting in its stead the following subsection:- . " (1) In any proceedings for an offence against this Act, any charge, complaint or application may be laid and made- (a) by the Commissioner, or by an officer or employee appointed under this Act or the Securities Industry Act1971 authorized by the Commissioner in that behalf; or (b) with the written consent of the Crown Law Officer by any person, except where this Act otherwise provides.". 171. Transitional . A prospectus that, under the Principal Act, is registered by the Commissioner or acceptable for registration by the Commissioner shall be deemed to have been registered or, as the case may be, to be acceptable for registration, by the holder of an office having the title " Registrar of Companies ".

Companies Act Amendment Act 1971, No. 8 239 172. Substitution of " Commissioner " for " Registrar ". (1) The Principal Act is amended by omitting from the provisions of the Principal Act specified in the First Schedule to this Act the word " Registrar " (wherever occurring) and inserting in its stead the word " Commissioner ". (2) Any reference to the " Registrar " or " Registrar of Companies " in any provision of the Principal Act (not being a provision specified in the First Schedule to this Act) shall unless the contrary intention appears be read as a reference to the " Commissioner ". (3) The Principal Act is amended by omitting from the heading to the Second Schedule and from Items 11, 14, 15, 16, 17, 28, 29A, 29B, 32, 33, 34, 35, 35A, 37, 40, 43 and 45 of that Schedule the word "Registrar" (wherever occurring) and inserting in its stead the word " Commissioner ". (4) The Principal Act is amended- (a) by omitting from paragraph 1 of Part II of the Sixth Schedule the word " Registrar " and inserting in its stead the word " Commissioner "; (b) by omitting from subparagraph (2) of paragraph 2 of that Part the word " Registrar " and inserting in its stead the word " Commissioner ". (5) The Principal Act is amended by omitting from paragraphs 5 and 6 of Part I of the Eighth Schedule the word " Registrar " (wherever occurring) and inserting in its stead the word " Commissioner ". 173. Transfer of functions to Commissioner . The Principal Act is amended- (a) by omitting from subsection (1) of section 11 the word " Minister " and inserting in its stead the word " Commissioner "; (b) by omitting from paragraph (e) of subsection (1) of section 74 the words " Crown Law Officer " and inserting in their stead the word " Commissioner "; (c) by omitting from paragraph (b) of section 77 the words " Crown Law Officer " and inserting in their stead the word " Commissioner "; (d) by omitting from section 79 the words " Crown Law Officer " (wherever occurring) and inserting in their stead the word " Commissioner "; (e) by omitting from subsection (2) of section 117 the words " Crown Law Officer " (wherever occurring) and inserting in their stead the word " Commissioner "; (f) by omitting from subsections (2) and (3) of section 122 the words " Crown Law Officer " (wherever occurring) and inserting in their stead the word " Commissioner "; (g) by omitting from subsection (2) of section 306 the words " Crown Law Officer " (wherever occurring) and inserting in their stead the word " Commissioner "; (h) by omitting from subsection (4) of that section the words " Crown Law Officer " and inserting in their stead the word " Commissioner "; (i) by omitting from subsection (5) of section 306 the words Crown Law Officer " and inserting in their stead the word " Commissioner "; (j) by omitting from subsection (6) of that section the words " Crown Law Officer or Registrar " (wherever occurring) and inserting in their stead the words ". Commissioner or Crown Law Officer ";

240 Companies Act Amendment Act 1971, No. 8 (k) by omitting from subsection (1) of section 368 the words " Crown Law Officer " and inserting in their stead the word " Commissioner "; and (1) by omitting from subparagraph (2) of paragraph 20, paragraph 21 and subparagraph (1) of paragraph 22, of the Fifth Schedule the words " Crown Law Officer " (wherever occurring) and inserting in their stead the word " Commissioner ". 174. Amendment of Act No. 12 of 1962. The Business Names Act of 1962 as amended by The Business Names Act Amendment Act of 1965 is amended- (a) by inserting after the definition of " Christian name " in subsection (1) of section 3 the following definition: " " Commissioner " means the Commissioner for Corporate Affairs appointed under the Securities Industry Act1971;"; (b) by omitting from subsection (1) of that section the definition of " Registrar " and inserting in its stead the following definition " " Registrar " means any Registrar of Business Names under this Act;"; (c) by omitting subsections (1), (2) and (3) of section 4 and inserting in their stead the following subsections:- " (1) The Commissioner shall have the general administration of this Act. (2) Subject to the Public Service Act1922-1968, the Governor in Council may, from time to time appoint so many Registrars of Business Names and other officers as are required for the purposes of this Act. (3) Anything by this Act appointed or required to be done or signed by the Commissioner may be done or signed by a Registrar of Business Names."; (d) by omitting from subsections (4) and (5) of section 4 the word " Deputy " (wherever occurring); (e) by omitting from subsection (6) of that section the words " Companies and "; (f) by omitting from subsection (6) of section 4 the word " Deputy " (secondly occurring); (g) by omitting from subsections (7) and (8) of that section the word " Deputy " (wherever occurring); and (h) by omitting from subsections (7) and (8) of section 4 the words " clerk. of petty sessions " (wherever occurring) and inserting in their stead the words " clerk of the court "; (i) by omitting from subsection (8) of that section the words " petty sessions district " and inserting in their stead the words " district appointed for the purposes of Magistrates Courts "; (j) by omitting subsection (9) of section 4; (k) by omitting from subsections (1) and (2) of section 6 the words " Registrar of Business Names " (wherever occurring) and inserting in their stead the word " Commissioner "; (1) by omitting from subsection (2) of that section the word " Registrar " (secondly occurring) and inserting in its stead the word " Commissioner "; - (m) by omitting from subsection (2) of section 6 the word " Deputy ";

Companies Act Amendment Act 1971, No. 8 241 (n) by omitting from subsection (3) of that section the words " Deputy Registrar of Business Names " (wherever occurring) and inserting in their stead the word " Registrar "; (o) by omitting from paragraph (b) of subsection (3) of section 6 the words " Registrar of Business Names " (wherever occurring) and inserting in their stead the word " Commissioner "; (p) by omitting from subsection (3) of that section the words " Deputy Registrar " and inserting in their stead the word " Registrar "; (q) by omitting from subsection (8) of section 7 the word " Deputy " (wherever occurring); (r) by omitting from subsection (8) of that section the words " Registrar of Business Names " and inserting in their stead the word " Commissioner "; (s) by omitting from subsection (1) of section 9 the words "of Business Names "; (t) by omitting from subsection (5) of section 27 the words " of Business Names "; (u) by omitting from subsection (2) of section 31 the word " Registrar " (where firstly, secondly and fourthly occurring) and inserting in its stead the word " Commissioner "; and (v) by omitting from subsection (2) of section 31 the word " Deputy " (wherever occurring). 175. Further amendment of No. 12 of 1962. (1) A provision of The Business Names Act of 1962 as amended by The Business Names Act Amendment Act of 1965, specified in the Second Schedule to this Act is amended by omitting therefrom the word " Registrar " (wherever occurring) and inserting in its stead the word " Commissioner ". (2) The Business Names Act of 1962 as amended by The Business Names Act Amendment Act of 1965 and this Part may be cited as the Business Names Act1962-1971. 176. Construction of certain Acts, etc . After the commencement of this Part, a reference to the Registrar as defined by the Principal Act immediately before that commencement shall, in any Act, by-law, regulation, ordinance, statutory instrument or other instrument be read and construed as a reference to the Commissioner for Corporate Affairs appointed under the Securities Industry Act1971. 177. Saving of regulations . In so far as a regulation- (a) made under an Act amended by a provision of this Act; and (b) in force immediately before the commencement of that provision, could have been made had that Act, as amended by that provision, been in force immediately before that commencement the regulation shall be deemed to have been made, at that commencement, under that Act, as amended by that provision. 178. Transitional provision . (1) The exercise or performance by the Minister, Crown Law Officer, the Registrar of Companies or a Deputy Registrar of Companies before the commencement of this Part of a power or function that is required or authorized by the Principal Act or

242 Companies Act Amendment Act 1971, No. 8 The Business Names Acts 1962 to 1965, as amended by this Part of this Act, to be exercised or performed after that commencement by the Commissioner for Corporate Affairs constituted under the SecuritiesIndustry Act1971, shall, for the purposes of those Acts, as so amended, be deemed to have been an exercise of that power, or a performance of that function, by the Commissioner. (2) An action, suit or proceeding that, but for the amendments made by this Part, might have been commenced or continued by or against the Registrar of Companies may be commenced or continued by or against the Commissioner. 179. Amendment of The Administration of Commercial Laws Act of 1962 . (1) The Administration of Commercial Laws Act of 1962 is amended- (a) by omitting from the long title the expression " " The Companies Act of 1961," " and inserting in its stead the expression " " The Auctioneers, Real Estate Agents, Debt Collectors and Motor Dealers Acts 1922 to 1961 " "; (b) by omitting from the definition of the term " Registrar " in section 2 the words " Companies and "; (c) by inserting after the expression "that is to say:-" in that section the following definition: " " Commissioner " means the Commissioner for Corporate Affairs appointed under the Securities Industry Act1971;"; (d) by omitting from the definition of the term " Deputy Registrar " in section 2 the words " Companies and " (wherever occurring); (e) by omitting from subsection (1) of section 3 the words " Companies and "; (f) by adding after subsection (2) of section 3 the following subsections: 66 (3) The Commissioner shall have the general administration of the Acts specified in subsection (1) of section 6 of this Act and of any Act creating any office to which an Order in Council under subsection (2) of that section relates. (4) The Commissioner shall have and may exercise all of the powers, authorities and functions and shall perform all of the duties of each and every office specified in subsection (1) of section 6 of this Act or any office which the Registrar may hold pursuant to an Order in Council under subsection (2) of that section , and the exercise by the Commissioner of any such power, authority or function or the performance of any such duty shall be deemed to have been an exercise of the power, authority or function or the performance of the duty, as the case may be, by the holder of an office having the title Registrar of Commercial Acts, Brisbane."; (g) by omitting from subsection (1) of section 4 the words " Companies and "; (h) by omitting subsection (2) of that section and inserting in its stead the following subsection:- " (2) The persons who, immediately before the commencement of Part VIII of the Companies Act Amendment Act 1971, held the office of Deputy Registrar of Companies and Commercial

Companies Act Amendment Act 1971, No. 8 243 Acts, Brisbane shall each, without further or other appointment whatsoever, be and be deemed to have been appointed under the Public Service Act1922-1968 to be a Deputy Registrar of Commercial Acts, Brisbane and shall hold office accordingly."; (i) by omitting from subsection (1) of section 6 paragraphs (a) and (b); (j) by omitting from subsection (1) of that section, paragraph (f) and inserting in its stead the following paragraph: " (f) The Registrar of Co-operative and Other Societies under The Co-operative and Other Societies Act of 1967;"; (k) by omitting from subsection (1) of section 7, paragraphs (a) and (b) and inserting in their stead the following paragraph:- " (a) A Registrar under the Business Names Act1962-1971;"; (1) by omitting from subsection (1) of that section, paragraph (f) and inserting in its stead the following paragraph:- (f) A Deputy Registrar of Co-operative and Other Societies under The Co-operative and Other Societies Act of 1967;"; (m) by omitting from subsection (2) of section 7 the words " " The Co-operative Societies Acts, 1946 to 1951," "; (n) by omitting from subsection (3) of that section the words " " The Registration of Firms Acts, 1942 to 1958," " and inserting in their stead the words " the Business Names Act1962-1971 "; (o) by inserting in paragraph (a) of subsection (1) of section 8, after the words " whatsoever of the ", the words " Commissioner and the "; (p) by inserting in paragraph (a) of subsection (1) of that section, after the words " office of the ", the words " Commissioner and of the "; (q) by inserting in paragraph (a) of subsection (1) of section 8, after the words " until a new ", the words " Commissioner or "; (r) by inserting in paragraph (b) of subsection (1) of section 8, after the words " that section, as the ", the words " Commissioner or the ". (2) The Administration of Commercial Laws Act of 1962 as amended by this Part may be cited as the Administration of Commercial Laws Act 1962-1971. Section 5 7 7 7 7 7 9 12 12 SCHEDULES FIRST SCHEDULE (THE COMPANIES Acr of 1961 As AusENDED) Subsection Section Subsection Section (9) 12 (3) 13 (6) 12 (4) 13 (9) 12 (5) 16 (10) 12 (6) 16 (11) 12 (7) 16 (12) 12 (8) 21 (4) 13 (1) 21 (1) 13 (2) 21 (2) 13 (3) 21 (s. 172 Subsection (4) (5) (1) (2) (3) (2) (3) (4) (5)

244 Companies Act Amendment Act 1971, No. 8 FIRST SCHEDU LE-continued (T HE COMPANIES ACT OF 1961 As NDED)-continued Section Subsection Section Subsection Section Subsection 21 22 22 22 22 22 23 23 23 24 24 25 25 25 26 26 27 27 28 28 29 34 38 39 40 46 50 51 52 52 52 54 54 54 58 58 61 62 63 64 65 70 74A 74F 74H 76 77 78 78 78 80 82 82 84 85 85 85 100 100 100 (6) (1) (7) (8) (9) (10 ) (1) (2) (3) (2) (5) (1) (2) (3) (1) (2) (2) (3) (8) (9) (5) (3) (1) (1) (6) (1) (2) (1) (2) (3) (1) (4) (7) ( 3 1) (5) (8) (4) (7) (5) (2) (6 ) (1) (3 ) (1) (1) (2) (3) (2) (2) (3) (3) (1) (2) (3) (1) (5 ) (11) 102 103 103 105 105 108 112 115 115 115 134 134 134 135 136 140 146 151 152 155 156 157 158 159 159 161A 161A 161A 161A 161A 161A 161A 161A 161A 161A 161A 162 162 177 181 183 184 186 191 191 193 195 195 195 201 202 205 230 230 233 234 240 240 243 254 ( 1) ( 1) (2) (1) (2) ( 1) ( 1) ( 3) ( 4) ( 6) ( 7) ( 9) ( 5) ( 2) ( 7) ( 1) ( 2) (2) ( 3) ( 4) ( 2) ( 4) (1) ( 2) ( 1 ) (3) (5) ( 6) ( 7) ( 8) (9) ( 10). (11) (12) (13) (2) ( 15) (5) (4) (3) ( 10) (5 ) ( 1) (2 ) ( 1) (1) (2) ( 3) ( 2) ( 2) ( 1) ( 1) ( 2) ( 2) ( 3) (2) (6) (3) (2 ) 257 259 272 272 272 278 280 280 281 281 282 286 287 287 296 306 306 307 308 308 308 308 308 308 309 309 310 3110 311 311 311 312 313 346 346 346 346 346 347 347 347 348 348 348 348 348 349 349 349 352 352 352 352 353 353 354 354 371 372 384 (3) (4) (3) (5) (7) (2) (1) (2) (1) (2) (1) (2) (1) (2) (6) (3) (8) (2) (2) (3) (4) (5) (6) (1) (2) (1) (1) (2) (3) (4) (1) (1) (2) (6) (9) (10) (1) (2) (3) (1) (2) (4) (6) (7) (1) (2) (3) (1) (2) (5) (6) (1) (2) (6) (7) (1) (1)

Companies Act Amendment Act 1971, No. 8 245 SECOND SCHEDULE (THE BUSINESSNAMES ACT OF 1962 As AMENDED) [s. 175 Section Subsection Section Subsection Section Subsection 6 (4) 11 (4) 17 6 (5) 12 ( 1) 18 (1) 7 (1) 12 ( 2) 18 (2) 7 (3) 12 (3) 19 (1) 7 (4) 12 ( 4) 19 (2) 7 (5) 12 ( 5) 19 (3) 7 (6) 12 ( 6) 19 (5) 7 (7) 12 (7) 21 (1) 7 (9) 12 ( 8) 21 (2) 8 (2) 12 ( 9) 21 (4) 9 (1) 12 (10) 22 10 (1) 12A ( 1) 23 (1) 10 (2) 13 ( 1) 23 (2) 10 (3) 13 (2) 25 10 (4) 15 ( 1) 27 (5) 11 (1) 15 ( 2) 31 (1) 11 (3) 16 .< 32 (2) 11