Companies Regulations (Amendment) (Cth)

Statutory Rules 1986 No. 3761

 

Companies Regulations2 (Amendment)

I, THE GOVERNOR-GENERAL of the Commonwealth of Australia, acting pursuant to section 4 of the Acts Interpretation Act 1901 and with the advice of the Federal Executive Council, being advice that, as required by sub-section 577 (2) of the Companies Act 1981,is consistent with resolutions of the Ministerial Council for Companies and Securities, hereby make the following Regulations under the Companies Act 1981 as amended by sections 14 and 15 of the Companies and Securities Legislation Amendment Act 1986.

Dated 11 December 1986.

N. M. STEPHEN

Governor-General

By His Excellency’s Command,

Lionel Bowen

Attorney-General

 

Notice of change in relevant interest or relevant interests of substantial shareholder

1. Regulation 47 of the Companies Regulations is amended—

(a) by omitting “138 (1) (b)” and substituting “138 (1) (f)”;

(b) by omitting “are—” and substituting “are the following documents in relation to each notifiable change referred to in the notice given under sub-section 138 (1) of the Act:”;

(c) by inserting “notifiable” before “change” (wherever occurring);

(d) by omitting from paragraph (a) “referred to in the notice given under sub-section 138 (1) of the Act has”; and

(e) by omitting “has occurred verifying” and substituting “occurred verifying”.

 

(S.R. 375/86)—Cat. No.  12/8.12.1986

 

2. Regulation 48 of the Companies Regulations is repealed and the following regulation substituted:

Notice to be given to company by former substantial shareholder

“48. For the purposes of paragraph 139 (1) (d) of the Act, the prescribed documents are—

(a) in relation to each notifiable change referred to in the notice given under sub-section 139 (1) of the Act—

(i) a copy of the contract, scheme or arrangement by reason of which the notifiable change in the relevant interest or relevant interests referred to in that notice occurred; or

(ii) where the notifiable change in the relevant interest or relevant interests occurred in some circumstance other than by reason of a contract, scheme or arrangement or where such a contract, scheme or arrangement was not reduced to writing or is not readily available, a memorandum giving full particulars of that circumstance or contract, scheme or arrangement,

together with a statement in writing by the person who held the relevant interest or relevant interests in which the notifiable change occurred verifying—

(iii) in the case of a document to which sub-paragraph (i) applies—that the copy is a true copy of the contract, scheme or arrangement of which it purports to be a copy; or

(iv) in the case of a document to which sub-paragraph (ii) applies—that the memorandum contains full and correct particulars of the circumstance or contract, scheme or arrangement, as the case may be; and

(b) in relation to the former substantial shareholder ceasing to be a substantial shareholder—

(i) a copy of the contract, scheme or arrangement by reason of which the former substantial shareholder ceased to be a substantial shareholder; or

(ii) where the relevant interest ceased to be held in some circumstance other than by reason of a contract, scheme or arrangement or where such a contract, scheme or arrangement is not reduced to writing or is not readily available, a memorandum giving full particulars of that circumstance or contract, scheme or arrangement,

together with a statement in writing by the person who held the relevant interest verifying—

(iii) in the case of a document to which sub-paragraph (i) applies—that the copy is a true copy of the contract, scheme or arrangement of which it purports to be a copy; or

 

(iv) in the case of a document to which sub-paragraph (ii) applies—that the memorandum contains full and correct particulars of the circumstance or contract, scheme or arrangement, as the case may be.”.

Schedule 2

3. Schedule 2 to the Companies Regulations is amended by omitting Forms 42, 43 and 44 and substituting the following forms:

COMPANIES FORM 42  Sub-section 137 (1)

NOTICE OF INTERESTS OF SUBSTANTIAL SHAREHOLDER

To………………………………………………………………………………………………Limited

1. Take notice that………………………………..of………………………………………………on the………………………….day of……………………………19…..became a substantial shareholder. Particulars of the voting shares in which that substantial shareholder or an associate had a relevant interest or relevant interests at that date are set out below in respect of each holder of a relevant interest.

(a) Name and address of holder………………………………………………………………..

(b) The number and description of the voting shares of each class of shares in the company in which each relevant interest is held………………………………........................................

(1) (c) The name and address of each person registered as holder of any of the voting shares in which the relevant interest is held and particulars of the shares in respect of which each of those persons is registered as holder…………………………………………………….....

(1) (d) The name and address of each person entitled to become registered as holder of any of the voting shares in which the relevant interest is held and particulars of the shares in respect of which each of those persons is entitled to become registered as holder………………………..

(e) The date of each acquisition of a relevant interest within the previous 12 months and the number of voting shares of each class of shares in the company acquired at that date, if any…………………………………………………………………………………………..

(f) The valuable consideration for each acquisition in the previous 12 months, including the nature of any part that did not consist of money…………………………………………..

2. (a) The total number of voting shares of each class of shares in the company in which the substantial shareholder and his or her associates hold relevant interests is……………………..

(b) The numbers of voting shares of each class of shares in the company specified in accordance with paragraph (a) are the following percentages of the total numbers of voting shares of those classes:

3. The reasons why a person named in paragraph 1 is considered an associate for the purposes of Division 4 of the Part IV are as follows:

4. (2) Particulars of any contract, scheme, arrangement or other circumstance by reason of which the substantial shareholder or an associate, as the case may be, acquired the relevant interest or relevant interests referred to above (exclude particulars relating to interests acquired more than 12 months previously, where the holder has, throughout the period of 12 months immediately preceding the date of the notice, been the registered shareholder of those shares) are as follows:

5. Particulars of the nature of the relevant interest or relevant interests are as follows:

*6. (3) Particulars of any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers of those shares are as follows:

*7. Particulars of any additional benefit that any person from whom a relevant interest was acquired has, or may, become entitled to receive, whether upon the happening of a

contingency or not, in relation to that acquisition, other than the valuable consideration mentioned in paragraph 1, are as follows:

Dated this………………………………day of………………………………………..19…

……………………………………………………………………………………………………..

Signature of *Director/*Principal Executive Officer/*Secretary/*Substantial shareholder * Strike out if inapplicable.

(1) If none, state accordingly.

(2) Where sub-regulation 46 (1) applies, a copy of the contract, scheme or arrangement, or where applicable, a memorandum giving full particulars of the contract, scheme, arrangement or other circumstance, must be annexed to this form together with a statement in writing verifying the copy or memorandum.

(3) Indicate clearly in respect of which group of voting shares the qualification applies.

 

DIRECTIONS

1. This form must contain particulars of relevant interests held by a person or his or her associates at the date on which that person became a substantial shareholder. Notice of any change in those particulars must be given, if required, in accordance with Form 43 or 44, prescribed for the purposes of sub-section 138 (1) or 139 (1) of the Act, as the case may be.

2. For the purposes of completing this form, where the voting shares of a company are not divided into 2 or more classes, those shares shall be deemed to constitute a class.

3. Where there is insufficient space on this form to furnish the required information, the information is to be shown in a separate annexure.

4. Requirements relating to annexures are set out in regulation 8.

 

COMPANIES FORM 43  Sub-section 138 (1)

CHANGE IN INTERESTS OF SUBSTANTIAL SHAREHOLDER

To ………………………………………………………………………………………………Limited

1. Take notice that……………………………………of…………………………………………....., a substantial shareholder, gives notice of a change in relevant interests. Particulars relating to the relevant interests and changes including a change in relevant interests of an associate of the substantial shareholder are set out below.

A. Particulars of each relevant interest at the time at which the substantial shareholder was last required to give a substantial shareholding notice to the company

(a) (i) Name and address of holder of relevant interest…………………………………………..

(ii) Number and description of voting shares of each class of shares in the company in which relevant interest held……………………………………………………………………..

(1) (iii) Name and address of each person registered as holder of voting shares………………....

(1) (iv) Name and address of each person entitled to become registered as holder of any of the voting shares and particulars of the shares in respect of which that person is entitled to become registered as holder…………………………………………………………………

(b) The total number of voting shares of each class of shares in the company in which the substantial shareholder and his or her associates held relevant interests was……………….

 

(c) The numbers of voting shares of each class of share in the company specified in accordance with paragraph (b) are the following percentages of the total numbers of voting shares of those classes:

(d) Reasons why each person named in paragraph (a) was considered an associate for the purposes of Division 4 of Part IV are as follows:

B. Particulars of each change in relevant interests since the time at which the substantial shareholder was last required to give a substantial shareholding notice to the company

(a) Date of change in relevant interest………………………………………………………………

(b) Whether the change was a change in the relevant interest of an associate of the substantial shareholder and, if so, the name and address of that associate…………………………………

(c) Particulars of the valuable consideration given in relation to the change, including nature of any part of the consideration that did not consist of money, are as follows

(2) (d) Particulars of any contract, scheme, arrangement or other circumstance by reason of which the change in the relevant interest(s) occurred are as follows

(3) (e) Particulars of any qualification of the power of a person to exercise, control the exercise of or influence the exercise of, the voting powers of those shares in which the relevant interest in which the change occurred is held, are as follows:

(f) Particulars of any additional benefit that a person has, or may, become entitled to receive, whether upon the happening of a contingency or not, as a consequence of the change in the relevant interest are as follows:

C. Particulars of each relevant interest after the change in relevant interests as a consequence of which this notice is required to be given

(a) (i) Name and address of holder of relevant interest……………………………………………...

(ii) Number and description of voting shares of each class of shares in the company in which relevant interest is held……………………………………………………………………...

(iii) Name and address of each person entitled to become registered as holder of voting shares after change………………………………………………………………………………….

(b) The total number of voting shares of each class of shares in the company in which the substantial shareholder and his or her associates hold relevant interests is………………………………………………………………………………………………..

(c) The numbers of voting shares of each class of share in the company specified in accordance with paragraph (b) are the following percentages of the total numbers of voting shares of those classes:

Dated this……………………………………………day of……………………………….19.…

…………………………………………………………………………………………………………..

Signature of *Director/*Secretary/*Principal Executive Officer/*Substantial shareholder *Strike out if inapplicable.

(1) If none, state accordingly.

(2) In accordance with regulation 47 a copy of the contract, scheme or arrangement, or where applicable, a memorandum giving full particulars of the contract, scheme, arrangement or other circumstance, must be annexed to this form together with a statement in writing verifying the copy or memorandum.

(3) Indicate clearly in respect of which group of voting shares the qualification applies.

 

DIRECTIONS

1. This form must contain particulars of the change in the relevant interest or relevant interests to which it refers as at the date on which the substantial shareholder last became required to give a notice to the company under sub-section 138 (1) of the

 

Act Notice of any subsequent change in those particulars must be given in an additional notice in accordance with Form 43 or 44, prescribed pursuant to sub-section 138 (1) or 139 (1) of the Act, as the case requires.

2. For the purposes of completing this form, where the voting shares of a company are not divided into 2 or more classes, those shares shall be deemed to constitute a class.

3. Where there is insufficient space on this form to furnish the required information, the information is to be shown in a separate annexure.

4. Requirements relating to annexures are set out in regulation 8.

 

COMPANIES FORM 44

Sub-section 139 (1)

NOTICE OF PERSON CEASING TO BE A SUBSTANTIAL SHAREHOLDER

To………………………………………………………………………………………………..Limited.

1. Take notice that…………………………….............................of……..…………………….…has ceased to be a substantial shareholder or associate of a substantial shareholder. Particulars relating to each relevant interest disposed of and of the disposal are set out below.

A. Particulars of each relevant interest at the time at which the substantial shareholder was last required to give a substantial shareholding notice to the company

(a) Name and address of holder of relevant interest………………………………………………….

(b) Number and description of voting shares of each class of shares in the company……………….

(1) (c) Name and address of each person registered as holder of voting shares…………………………

B. Particulars of each change in relevant interests subsequent to the time at which the substantial shareholder was last required to give a notice to the company under sub-section 137 (1) or 138 (1) of the Act

(a) Date of change in relevant interests………………………………………………………………

(b) Whether the change was a change in the relevant interest or relevant interests of an associate of the substantial shareholder and, if so, the name and address of the associate…………………..

(c) Particulars of the valuable consideration given in relation to the change, including the nature of any part of the consideration that did not consist of money, are as follows:

(d) Particulars of any contract, scheme, arrangement or other circumstance by reason of which the change in the relevant interest(s) occurred are as follows:

(2) (e) Particulars of any qualifications of the power of a person to exercise, control the exercise of or influence the exercise of, the voting powers of those shares in which the relevant interest in which the change occurred is held, are as follows:

(f) Particulars of any additional benefit that a person has, or may become entitled to receive, whether upon the happening of a contingency or not, as a consequence of the change in the relevant interest are as follows:

C. Particulars consequent on the change by reason of which the person ceased to be a substantial shareholder

(1) (a) Name and address of any person entitled to become registered as holder of voting shares………

(b) Date on which person ceased to be a substantial shareholder…………………………………….

(c) Valuable consideration for disposal of relevant interest including nature of any part of the consideration that did not consist of money………………………………………………………

(d) Name and address of holder of relevant interest………………………………………………….

2.(3) Particulars of any contract, scheme, arrangement or other circumstances by reason of which the person ceased to be a substantial shareholder are as follows:

3. Particulars of any additional benefit that the person or an associate has, or may,

become entitled to receive, whether upon the happening of a contingency or not, as a consequence of ceasing to be a substantial shareholder, are as follows:

4. The nature of each relevant interest disposed of is as follows:

Dated this……………………………………..day of…………………………………..19…………..

………………………………………………………………………………………………………….

Signature of *Director/*Secretary/*Principal Executive Officer/*former substantial shareholder

*Strike out if inapplicable.

(1) If none, state accordingly.

(2) Indicate clearly in respect of which group of voting shares the qualification applies.

(3) In accordance with regulation 48 a copy of the contract, scheme or arrangement, or, where applicable, a memorandum giving full particulars of the contract, scheme, arrangement or other circumstance, must accompany this form together with a statement in writing verifying the copy or memorandum.

 

DIRECTIONS

1. This form must contain particulars of the disposal of the relevant interest or relevant interests to which it refers as at the date of the disposal. Notice of any subsequent change in those particulars must be given, if required, in an additional notice in accordance with Form 42, 43 or 44, prescribed pursuant to sub-section 137 (1), 138 (1) or 139 (1), as the case requires.

2. For the purposes of completing this form, where the voting shares of a company are not divided into 2 or more classes, those shares shall be deemed to be a class.

3. Where there is insufficient space on this form to furnish the required information, the information is to be shown in a separate annexure.

4. Requirements relating to annexures are set out in regulation 8.

NOTES

1. Notified in the Commonwealth of Australia Gazette on 19 December 1986.

2.Statutory Rules 1982 No. 120 as amended to date. For previous amendments see Note 2 to Statutory Rules 1986 No. 33 and see also Statutory Rules 1986 Nos. 33, 136, 152 and 247.

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