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 and under section 4 of the
Dated 20 December 1994.
BILL HAYDEN
Governor-General
By His Excellency’s Command,
M. LAVARCH
Attorney-General
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1.1 These Regulations commence on 1 January 1995.
2.1 The Corporations Regulations are amended as set out in these Regulations.
3.1 After regulation 7.2.01, insert:
For the purposes of paragraph 770A (2) (b) of the Corporations Law, a person or partnership is not qualified to monitor compliance with the business rules of a management company in the conduct of a stock market that is approved by the Minister under subsection 770A (1) of that Law, if the person or partnership:
(a) is an associate of the management company; and
(b) is not registered as an auditor under Part 9.2 of the Law.”.
4.1 After regulation 7.3.15, insert:
(1) In this regulation:
(a) offers to sell, purchase or exchange option contracts are regularly made or accepted; or
(b) offers or invitations are regularly made, being offers or invitations that are intended, or may reasonably be expected, to result, whether directly or indirectly, in the making or acceptance of offers to sell, purchase or exchange option contracts; or
(c) information is regularly provided about the prices at which, or the consideration for which, particular persons, or particular classes of persons, propose, or may reasonably be expected, to sell, purchase or exchange option contracts.
Chapter 7 of the Corporations Law does not have effect in relation to a transaction involving an option contract on the NZFOE market, subject to the following conditions:
(a) Chapter 8 of the Corporations Law (other than Part 8.6) applies to the transaction as if the option contract were an eligible exchange-traded option;
(b) a person involved in the transaction is subject to the prohibitions and obligations set out in Chapter 8 of the Corporations Law (other than Part 8.6) as if the option contract were an eligible exchange-traded option;
(c) a person involved in the transaction, who contravenes a provision of Chapter 8 of the Corporations Law (other than Part 8.6), is subject to the penalties set out in Division 2 of Part 9.4 of the Corporations Law, or any other relevant provision of the Corporations Law, as if the option contract were an eligible exchange-traded option;
(d) NZFOE is subject to the prohibitions and obligations set out in Chapter 8 of the Corporations Law (other than Part 8.6) as if the option contract were an eligible exchange-traded option;
(e) if NZFOE contravenes a provision of Chapter 8 of the Corporations Law (other than Part 8.6), NZFOE is subject to the penalties set out in Division 2 of Part 9.4 of the Corporations Law, or any other relevant provision of the Corporations Law, as if the option contract were an eligible exchange-traded option;
(f) the Commission has the same powers in relation to the NZFOE market as it has under Chapter 8 of the Corporations Law (other than Part 8.6) in relation to a futures market of a futures exchange, except that the Commission may not give a direction to NZFOE under paragraph 1138 (1) (d), (e) or (f) of the Corporations Law;
(g) the Commission has the same powers in relation to the transaction, and a person involved in the transaction, as it has under Chapter 8 of the Corporations Law (other than Part 8.6) as if the option contract were an eligible exchange-traded option;
(h) the NZFOE market must at all times be conducted in conjunction with the exempt futures market as if the markets were a single market;
(i) NZFOE is subject to:
(i) the conditions set out in the declaration relating to the exempt futures market, made under subsection 1127 (1) of the Corporations Law on 20 July 1993 and published in the
Gazette on 10 August 1993; and(ii) section 1127 of the Corporations Law;
as if NZFOE were part of the exempt futures market.
(1) In
this regulation,
Sections 774 (other than subsection 774 (4)), 775, 776, 777 and 1114 of the Corporations Law have effect, in respect of a section 770A stock market, as if a reference in those sections to a securities exchange were a reference to a management company in relation to unquoted prescribed interests.
Subsection 774 (5) of the Corporations Law has effect, in relation to a section 770A stock market, as if:
(a) a reference in that subsection to the Minister were a reference to the Commission; and
(b) the words ‘under subsection (4)’ in that subsection were omitted.”.
5.1 Omit “Limited.”, substitute “Limited, or the Sydney Futures Exchange Clearing House Pty Limited.”.
6.1 Subregulation 7.4.08 (1):
Definition of
Omit the words after “Proprietary”, substitute “Limited, or the Sydney Futures Exchange Clearing House Pty Limited, according to their Business Rules;”.
6.2 Subregulation 7.4.08 (3):
Paragraph (b) of the
definition of
Omit “Limited”, substitute “Limited, or the Sydney Futures Exchange Clearing House Pty Limited,”.
7.1 Paragraph 7.12.08A (2) (g):
Omit “issued”, substitute “caused the issue of”.
8.1 Paragraph 7.12.08C (1) (c):
Omit the paragraph, substitute:
“(c) a statement that the seller of the securities is acting as principal or agent (as the case requires) in relation to the securities that are the subject of the notice; and”.
9.1 Item 6:
Omit “Subsection 996 (1)”, substitute “Section 996”.
9.2 Item 6:
Add at the end:
It is a defence to a prosecution for a contravention of subsection (1) if it is proved:
(a) that the defendant, after making such inquiries (if any) as were reasonable, believed on reasonable grounds until the time of the issue of the notice:
(i) in the case of a material statement in the notice that is false—that the statement was not false; or
(ii) in the case of a material statement in the notice that is misleading—that the statement was not misleading; or
(iii) in the case of a material omission from the notice—that the omission was not material; or
(b) if there was a material omission from the notice—that the omission was inadvertent.
A person does not contravene this section merely by giving a consent required by Chapter 7 to the inclusion in the notice of a statement purporting to be made by the person as an expert.”.
9.3 Item 9:
Omit “Subsections 1008A (1) and (2) of the Corporations Law are”, substitute “Section 1008A of the Corporations Law is”.
9.4 Item 9:
Add at the end:
If the defective statement:
(a) purports to be a statement made by an official person; or
(b) is contained in what purports to be a copy of, or extract from, a public official document;
the person is not liable if it is proved that the defective statement fairly represented the statement referred to in paragraph (a), or that the purported copy or extract was a correct and fair copy of, or extract from, the document, as the case may be.
If paragraphs (2) (a) and (b) and (3) (a) and (b) do not apply in relation to the defective statement, the person is not liable if it is proved that he or she, after making such inquiries (if any) as were reasonable, believed on reasonable grounds until the time of the sale of the securities:
(a) in the case of defective statement that is false—that the statement was not false; or
(b) in the case of a defective statement that is misleading—that the statement was not misleading; or
(c) in the case of an omission from a defective statement—that the omission was not material.”.
9.5 Item 10:
Omit from modified subsection 1011 (1) “(a) or”.
9.6 Item 10:
Omit from modified subsection 1011 (2) “(c);”, substitute “(c):”.
9.7 Item 10:
Omit from modified paragraph 1011 (2) (b) “the seller or another”, substitute “a”.
9.8 Item 13:
Omit “1024E”, substitute “1024F”.
9.9 Item 13:
Omit modified section 1025.
9.10 Items 14 and 15:
Omit the items.
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1. Notified in the
Commonwealth of Australia Gazette on 23 December 1994.2. 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 and 302.
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