Corporations Regulations (Amendment) (Cth)

Statutory

Rules1992No. 230 1

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Corporations Regulations 2(Amendment)

I, THE GOVERNOR-GENERAL of the Commonwealth of Australia, acting with the advice of the Federal Executive Council, make the following Regulations under the Corporations Act 1989.

 Dated 30 June 1992.

  BILL HAYDEN

 Governor-General

 By His Excellency’s Command,

MICHAEL DUFFY

Attorney-General

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1.   Amendment

1.1   The Corporations Regulations are amended as set out in these Regulations.

[NOTE:

 These Regulations commence on gazettal: see Acts Interpretation Act 1901, s.48]

2. Regulation 7.12.02 (Exemptions from Chapter 7 of the Corporations Law)

2.1   Paragraph 7.12.02 (a):

Omit the paragraph, substitute:

• “(a)

  an offer or invitation in relation to marketable securities that is:

   (i) made or issued in connection with a takeover scheme; and

  (ii) accompanied by a Part A statement registered under section 644 of the Corporations Law;”.

2.2   Paragraph 7.12.02 (b):

Omit “approved by a Court under subsection 411 (6) of the Corporations Law”, substitute “to which an order made by the Court under subsection 411 (1) or (1a) of the Corporations Law relates”.

3.   Regulation 7.12.13 (Section 1080 (Particulars to be included in statement))

3.1   Omit the regulation.

4.   Regulation 7.12.15 (Prescribed covenants: paragraph 1069 (1) (n) of the Corporations Law)

4.1   Paragraph 7.12.15 (6) (h):

Add at the end:

 “; or (vi) is a person who engages in a dealing of a kind referred to in subregulation 7.3.11 (1);”.

5.   Regulation 7.12.17 (Prescribed invitation or offer: subsection 1078 (4) of the Corporations Law)

5.1   Paragraph 7.12.17 (c):

Omit the paragraph, substitute:

“(c)

an excluded invitation, or an excluded offer, that is:

(i) referred to in paragraph 66 (3) (f), (g), (h) or (j) of the Corporations Law; and

 (ii) sent by post;

• (d)

  an invitation or offer, in relation to marketable securities, that is:

   (i) made or issued in connection with a takeover scheme; and

  (ii) accompanied by a Part A statement registered under section 644 of the Corporations Law; and

   (iii) sent by post;

• (e)

  an invitation or offer:

   (i) in relation to a compromise or arrangement; and

  (ii) to which an order made by the Court under subsection 411 (1) or (1a) of the Corporations Law relates; and

   (iii) that is sent by post.”.

6.   Schedule 1 (List of forms in Schedule 2)

6.1   After item 127, insert:

“127a Paragraph 959 (4) (a) Notice of compensation for 719a”.

 losses resulting from the

 unauthorised execution of

 a document of transfer of rights,

 shares, debentures or other

 securities by dealer

7.   Schedule 2 (Forms)

7.1   After Form 719, insert:

 “FORM 719a Section 959

 

Corporations Law

 

COMPENSATION FOR LOSSES RESULTING FROM THE UNAUTHORISED EXECUTION OF A DOCUMENT OF TRANSFER OF RIGHTS, SHARES, DEBENTURES OR OTHER SECURITIES BY DEALER

 

This notice relates to the unauthorised execution of a document of transfer of securities by (insert name of dealer who is claimed to have executed the document of transfer of securities without authority of transferor) (in this notice called “the dealer”) of (insert residential address of the dealer) * formerly carrying on/*carrying on business at (insert address of the principal place of business of the dealer, including State or Territory).

 

A person wishing to make a claim under section 957 or 958 of the Corporations Law in respect of loss suffered as a result of a transfer of securities executed between (insert date of first day of applicable period) and (insert date of last day of applicable period, being a date before the date on which the notice is first to be published) (inclusive) by the dealer without authority must lodge his or her claim with:

 Securities Exchanges Guarantee Corporation

 (insert address, including State or Territory and postcode).

 

The claim must be made in writing before the end of (specify last application day, at least 3 months after last day of publication of notice).

 

Under subsection 959 (3) of the Corporations Law, a claim that is not made before the end of that day is barred unless the Board of the Securities Exchanges Guarantee Corporation otherwise determines.

 

The effect of section 957 of the Corporations Law is to allow a person who:

(a)

owned securities that were transferred by a dealer; and

(b)

did not authorise the dealer to transfer those securities; and

(c)

suffered loss as a result of the transfer;

to make a claim for compensation for the loss suffered in respect of the securities.

 

The effect of subsection 958 (1) of the Corporations Law is to allow:

• (a)

  a person to whom securities were transferred by the dealer without the authority of the owner of the securities; or

• (b)

  a successor in title of that person;

to make a claim for compensation for the loss suffered in respect of the securities.

 

Under section 958 of the Corporations Law, the following persons are not entitled to make a claim:

• (a)

  a person who knew that the owner of the securities had not authorised the dealer to transfer them;

• (b)

  a person who is connected with the dealer in a way described in section 921 of the Corporations Law.

 

 (signature of an officer of the SEGC)

 (under the signature add the words

“for the Securities Exchanges Guarantee

 Corporation”)

 

 (add the date of signature)

 

*Omit if not applicable”.

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7.2   Omit Form 721, substitute:

 “FORM 721 Section 975

 

Corporations Law

 

NOTICE OF DISALLOWANCE OF CLAIM AGAINST

THE SECURITIES EXCHANGES GUARANTEE CORPORATION

 

(Set out the name and address of the claimant or the claimant’s solicitor and an appropriate form of salutation)

 

In relation to (insert name of the dealer to whom the claim relates / the TDS nominee), * formerly carrying on/*carrying on business at (insert business address of the dealer or the nominee).

 

The *Board of the Securities Exchanges Guarantee Corporation/*delegate of the Board of the Securities Exchanges Guarantee Corporation under section 927 of the Corporations Law has considered your claim against the Corporation in respect of (insert description of the circumstances giving rise to the claim and the loss allegedly suffered by the claimant).

 

After considering all the available evidence, the Corporation has decided that the claim under * section (insert relevant section number)/* sections (insert relevant section numbers) should be * disallowed/*partly disallowed to the extent set out below.

 

If you are not satisfied with this decision, you may bring proceedings within 3 months after service of this notice (see subsection 976 (1) of the Law).

 

Yours sincerely,

 

(signature of an officer of the Corporation)

(under the signature add the words

“for the Securities Exchanges Guarantee Corporation”)

 

(add the date of signature)

 

(If the claim has been partly disallowed, insert a heading

“PARTICULARS OF PARTIAL DISALLOWANCE”

and specify the necessary particulars under it)

 

*Omit if not applicable”.

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8.   Schedule 9 (Authorised trustee corporations)

8.1   After item 14, insert:

“14a. Guardian Trust Australia Limited”.

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NOTES

1. Notified in the Commonwealth of Australia Gazette on 1 July 1992.

 

2. Statutory Rules 1990 No. 455 as amended by 1991 Nos. 218, 219, 281, 341, 453, 478 and 479.