Corporations Regulations (Amendment) (Cth)
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I, The Governor-General of the Commonwealth of Australia, acting with the advice
of the Federal Executive Council, make the following Regulations under the
Dated 4 July 1995.
BILL HAYDEN
Governor-General
By His Excellency’s Command,
M. LAVARCH
Attorney-General
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1.1 The Corporations Regulations are amended as set out in these Regulations.
[NOTE: These Regulations commence on gazettal: see
2.1 Omit the heading, substitute:
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3.1 Omit “1.2.01.”, substitute “1.2A.01.”.
4.1 Omit “1.2.02.”, substitute “1.2A.02.”.
5.1 Omit “1.2.03.”, substitute “1.2A.03.”.
6.1 Omit “1.2.04.”, substitute “1.2A.04.”.
7.1 After regulation 1.16, insert:
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(1) For the purposes of this Part, a share ratio contract is an agreement under which:
(a) a particular person will be under an obligation to pay, or will have a right to receive, an amount of money; and
(b) whether the obligation or right exists will depend on a state of affairs at a future time, where:
(i) the future time is worked out in accordance with the agreement; and
(ii) the state of affairs includes, in particular, a state of affairs relating to fluctuations in the relevant ratio; and
(c) the amount will be calculated in a manner specified in accordance with the agreement by reference to that state of affairs;
whether or not the agreement:
(d) has any other effect; or
(e) may be varied or discharged before that future time.
For the purposes of subparagraph (1) (b) (ii), a relevant ratio is worked out in accordance with the ratio:
where:
P is the price or value of a particular share listed for quotation on the Exchange, expressed in cents; and
N is the relevant level of 1 of the following indexes expressed as a number:
(a) the Australian Stock Exchange All Ordinaries Share Price Index;
(b) the Australian Stock Exchange Fifty Leaders Share Price Index;
(c) the Australian Stock Exchange Twenty Leaders Share Price Index;
(d) the Australian Stock Exchange All Industrials Share Price Index;
(e) the Australian Stock Exchange All Resources Share Price Index;
(f) the Australian Stock Exchange Gold Share Price Index.
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A share ratio contract is prescribed for the purposes of paragraph 92A (1) (b) of the Corporations Law.
(1) Subject to subregulation (2) and regulations 1.2.04, 1.2.05 and 1.2.06, Chapter 7 of the Corporations Law applies to share ratio contracts as if:
(a) the contracts were securities; and
(b) a reference to the sale of securities by a person were a reference to the disposal by the person of a share ratio contract; and
(c) a reference to the purchase of securities by a person were a reference to the person:
(i) entering into; or
(ii) taking an assignment of;
a share ratio contract (whether or not on behalf of another person).
[Note: This subregulation is made under subsection 92A (2) of the Corporations Law.]
For the purposes of paragraph (1) (b), a person disposes of a share ratio contract if the person takes, or causes to be taken, action that closes out the share ratio contract (whether the action is taken on behalf of that person or of another person).
In this regulation:
(a) if the value of the contract at a particular future time is less, by a particular amount, than the value of the contract at a particular earlier time—an obligation to pay that amount; and
(b) if the value of the contract at a particular future time is greater, by a particular amount, than the value of the contract at a particular earlier time—a right to receive that amount;
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(a) discharge the obligations of the person in the bought position, or sold position, under the share ratio contract as a result of the matching up of the share ratio contract with a share ratio contract of the same kind under which the person has assumed an offsetting sold position, or offsetting bought position, as the case may be; or
(b) otherwise discharge the obligations of a party to the share ratio contract;
(a) if the value of the contract at a particular future time is greater, by a particular amount, than the value of the contract at a particular earlier time—an obligation to pay that amount; and
(b) if the value of the contract at a particular future time is less, by a particular amount, than the value of the contract at a particular earlier time—a right to receive that amount.
Division 2A of Part 7.11 of the Corporations Law applies to a share ratio contract as if:
(a) the definition of ‘securities’ were omitted from subsection 1002A (1) of the Law; and
(b) the contract were securities of a body corporate, where the shares of that body corporate are the shares to which the contract relates.
Sections 997, 1001 and 1013 of the Corporations Law apply to a share ratio contract as if the contract were securities of a body corporate, where the shares of that body corporate are the shares to which the contract relates.
The following provisions of Chapter 7 of the Corporations Law do not apply to share ratio contracts:
(a) sections 775, 842, 843 and 844;
(b) Division 2 of Part 7.4;
(c) Parts 7.12 and 7.13.
(1) In this Regulation and in regulation 1.2.08:
The holder of a dealers licence may deal in a share ratio contract on behalf of another person only if:
(a) the holder:
(i) is a member of the Exchange; or
(ii) holds a futures brokers licence; or
(b) the Commission approves, in writing, the holder to deal in those contracts; or
(c) subject to regulation 1.2.09, regulation 8.3.02 applies to the dealing in the contract.
[Note: The terms “dealers licence” and “futures brokers licence” are defined in section 9 of the Corporations Law.]
The holder of a securities licence may:
(a) carry on an investment advice business in relation to a share ratio contract; or
(b) hold himself or herself out as an investment adviser in relation to a share ratio contract;
only if:
(c) the holder:
(i) is a member of the Exchange; or
(ii) holds a futures brokers licence or futures advisers licence; or
(d) the Commission approves, in writing, the holder to carry on that business, or hold himself or herself out as an investment adviser, in relation to that contract; or
(e) subject to regulation 1.2.09, regulation 8.3.02 applies to the dealing in the contract to which the business, or the holding out as an adviser, relates.
[Note: The terms “futures advisers licence”, “futures brokers licence”, “investment advice business”, “investment adviser” and “securities licence” are defined in section 9 of the Corporations Law.]
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For the purposes of paragraphs 1.2.07 (2) (c) and 1.2.08 (e), Part 8.3 of the Corporations Law is taken to apply to a dealing in a share ratio contract, being a dealing of a kind mentioned in either of those paragraphs, as if a reference to a futures brokers licence in subparagraph 8.3.02 (2) (a) (ii), (d) (iv), (e) (iii) or (f) (ii) of these Regulations were a reference to a dealers licence.
[Note: The terms “dealers licence” and “futures brokers licence” are defined in section 9 of the Corporations Law.]
(1) Chapter 8 of the Corporations Law, other than the following provisions of that Chapter, does not apply to a share ratio contract:
(a) subject to subregulation (2)—sections 1137, 1138, 1205 to 1208 and 1210;
(b) Part 8.7 (except sections 1258 and 1267).
[Note: This subregulation is made under subsection 92A (2) of the Corporations Law.]
For the purposes of paragraph (1) (a):
(a) section 1207 applies as if paragraph 1207 (1) (a) were omitted; and
(b) section 1210 applies as if the words ‘in the prescribed form’ (in subparagraph 1210 (a) (iii)) were omitted.
The provisions of Chapter 8 of the Corporations Law specified in paragraphs (1) (a) and (b) apply to a dealing in a share ratio contract as if:
(a) a reference to a futures advice business were a reference to an investment advice business; and
(b) a reference to a futures broker were a reference to a dealer; and
(c) a reference to a futures exchange were a reference to a local stock exchange or an approved securities organisation; and
(d) a reference to a futures market were a reference to a stock market; and
(e) a reference to a clearing house for a futures market or a futures exchange were a reference to a body corporate that provides facilities for the registration of share ratio contracts acquired, or disposed of, on a stock market of a securities exchange.
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Subsection 93 (7) of the Corporations Law does not apply, in relation to a share ratio contract, to a person who does an act that constitutes, or does acts that together constitute, a dealing in the contract.”.
[Note: This regulation is made under subsection 92A (2) of the Corporations Law.]
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1. Notified in the
Commonwealth of Australia Gazette on 6 July 1995.2. Statutory Rules 1990 No. 455 as amended by 1991 Nos. 218, 219, 281, 341, 453, 478 and 479; Act No. 200, 1991; Statutory Rules 1992 Nos. 230, 281, 364, 395 and 450; 1993 Nos. 135, 207 and 277; 1994 Nos. 35, 108, 153, 221, 251, 302 and 430.
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