Permanent Building Societies Act 1967 Regulation relating to the duties of substantial shareholders in permanent building societies (1990-797) [GG No 174 of 21.12.1990] (NSW)
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PERMANENT BUILDING SOCIETIES ACT 1967 - REGULATION
(Relating to the duties of substantial shareholders in
permanent building societies)
NEW SOUTH WALES
[Published in Gazette No. 174 of 21 December 1990]
HIS Excellency the Governor, with the advice of the Executive Council, and in pursuance of the Permanent Building Societies Act 1967, has been pleased to make the Regulation set forth hereunder.
G. B. PEACOCKE
Minister for Business and Consumer Affairs.
Commencement
1. This Regulation commences on 1 January 1991.
Amendments
2. The Permanent Building Societies Regulations 1967 are
amended:
(a) by inserting after Regulation 65 the following Regulations: Notice given to society by substantial shareholder
66. (1) A notice required by section 64P (1) of the Act must
be in or to the effect of Form 55.
(2) Subject to subclause (3), for the purposes of section 64P
(1) (b) of the Act the prescribed documents are:
(a)
a copy of the contract, scheme or arrangement by reason of which the substantial shareholder, or an associate of the substantial shareholder, acquired the relevant
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interest or relevant interests by reason of which the person giving the notice became a substantial shareholder; or
if the relevant interest was acquired in some circumstance other than by reason of a contract, scheme or arrangement or if such a contract, scheme or arrangement was not reduced to writing or is not readily available, a memorandum giving full particulars of the circumstance, or of the contract, scheme or arrangement,
together with a statement in writing by the person who acquired
the relevant interest verifying:in the case of a document to which paragraph (a) applies - that the copy is a true copy of the contract, scheme or arrangement of which it purports to be a copy or
in the case of a document to which paragraph (b) applies - that the memorandum contains full and correct particulars of the circumstance, or of the contract, scheme or arrangement.
Where the substantial shareholder or associate has,
throughout the period of 12 months immediately preceding the
date of the notice, been the holder of the shares in which therelevant interest is held, subclause (2) does not apply.
Notice of change in relevant interest or relevant interests of substantial shareholder
67. (1) A notice required by section 64Q (1) of the Act must
be in or to the effect of Form 56.
(2) For the purposes of section 64Q (1) (f) of the Act, the prescribed documents are the following documents in relation to each notifiable change referred to in the notice given under section 64Q (1) of the Act:
(a)
a copy of the contract, scheme or arrangement by reason of which the notifiable change in the relevant interest or relevant interests occurred; or
(b)
if 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 if such a contract, scheme or arrangement was not
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reduced to writing or is not readily available, a memorandum giving full particulars of the circumstance, or of the contract, scheme or arrangement,
together with a statement in writing by the person who holds the relevant interest or relevant interests in which the notifiable change occurred verifying:
(c)
in the case of a document to which paragraph (a) applies - that the copy is a true copy of the contract, scheme or arrangement of which it purports to be a copy; or
(d)
in the case of a document to which paragraph (b) applies - that the memorandum contains full and correct particulars of the circumstance, or of the contract, scheme or arrangement.
Notice to be given to society by former substantial shareholder
68. (1) A notice required by section 64R of the Act must be in or to the effect of Form 57.
(2) For the purposes of section 64R (1) (d) of the Act, the prescribed documents are:
(a) in relation to each notifiable change referred to in the notice given under section 64R (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 the notice occurred; or
(ii) if 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 the circumstance, or of the 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 subparagraph (i) applies - that the copy is a
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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
subparagraph (ii) applies - that the memorandum contains full and correct particulars of the circumstance or the contract, scheme or arrangement; 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) if the relevant interest ceased to be held in some circumstances other than by reason of a contract, scheme or arrangement or if such a contract, scheme or arrangement is not reduced to writing or is not readily available, a memorandum giving full particulars of the circumstance or the 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 subparagraph (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
subparagraph (ii) applies - that the memorandum contains full and correct particulars of the circumstance, or of the contract, scheme or arrangement.
Relevant interests - primary notice
69. A primary notice to a shareholder issued under section
64Z of the Act must be in or to the effect of Form 58.
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Relevant interests - secondary notice
70. A secondary notice to a person issued under section 64ZA of the Act must be in or to the effect of Form 59.
(b) by inserting after Form 54 the following Forms.
Form 55
Regulation 66
PERMANENT BUILDING SOCIETIES ACT 1967
(Section 64P, Permanent Building Societies Act 1967)
NOTICE OF INTERESTS OF SUBSTANTIAL SHAREHOLDER
To ................................................................................................... Limited1. Take notice that ................................ of .......................................... on the .................................... day of ................................. 19 .... became a substantial shareholder. Particulars of the 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 shares of each class of shares in the society in which each relevant interest is held .......................................................................................................
**(c) The name and address of each person registered as holder of any of the 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 .......................................
**(d) The name and address of each person entitled to become registered as holder of any of the 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 shares of each
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class of shares in the society 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 shares of each class of shares in the society in which the substantial shareholder and his or her associates hold relevant interests is ...................................... |
| (b) | The numbers of shares of each class of shares in the society specified in accordance with paragraph (a) are the following percentages of the total numbers of shares of those classes: |
3. The reasons why a person named in clause 1 is considered an associate for the purposes of Part 5A of the Act are as follows:
4. # 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. | *+ | Particulars of any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting rights conferred on the holder 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 note, in relation to that acquisition, other
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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. ** If none, state accordingly.
# If clause 66 (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. + Indicate clearly in respect of which group of 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 56 or 57, prescribed for the purposes of section 64Q (1) or 64R (1) of the Act.
2. For the purposes of completing this Form, if the shares of a society are not divided into 2 or more classes, the shares are to be taken to constitute a class.
3. If there is insufficient space on this Form to furnish the required information, the information is to be shown in a separate annexure.
4. The requirements relating to annexures are as set out in Regulation 35 (6).
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Form 56
Regulation 67
PERMANENT BUILDING SOCIETIES ACT 1967 (Section 64Q Permanent Building Societies Act 1967)
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 society. | ||
|
(ii) Number and description of shares of each class of shares in the society in which relevant interest held ...............................................................................................
**(iii) Name and address of each person registered as holder
of shares ............................................................................**(iv)
Name and address of each person entitled to become registered as holder of any of the 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 society in which the substantial shareholder and his or her associates held relevant interest was .........................................
(c)
The numbers of shares of each class of share in the society specified in accordance with paragraph (b) are the following percentages of the total numbers of shares of those classes:
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(d)
Reasons why each person named in paragraph (a) was considered an associate for the purposes of Part 5A of the Act 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 society.
(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:
#
(d)
Particulars of any contract, scheme, arrangement or other circumstance by reason of which the change in each relevant interest occurred are as follows:
+
(e)
Particulars of any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting rights conferred on the holder of the 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 shares of each class of shares in the society in which relevant interest is held .................................................................................
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(iii) Name and address of each person entitled to become registered as holder of shares after change ..........................................................................................
The total number of shares of each class of shares in the society in which the substantial shareholder and his or her associates hold relevant interests is .......................................
The numbers of shares of each class of share in the society
specified in accordance with paragraph (b) are the following percentages of the total numbers of shares of those classes:
| Dated | this ..................................... day of ..................................... 19 ..... |
............................................................................................................................ Signature of *Director/*Secretary/*Principal Executive Officer/ *Substantial shareholder
* Strike out if inapplicable ** If none, state accordingly.
| # | In accordance with Regulation 67 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. |
+ Indicate clearly in respect of which group of 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 society under section 64Q (1) of the Act. Notice of any subsequent change in those particulars must be given in an additional notice in accordance with Form 56 or 57, prescribed pursuant to section 64Q (1) or 64R (1) of the Act, as the case requires.
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2. For the purposes of completing this Form, if the shares of a society are not divided into 2 or more classes, the shares are to be taken to constitute a class.
3. If there is insufficient space on this Form to furnish the required information, the information is to be shown in a separate annexure.
4. The requirements relating to annexures are as set out in Regulation 35 (6).
Form 57
Regulation 68
PERMANENT BUILDING SOCIETIES ACT 1967
(Section 64R Permanent Building Societies Act 1967)
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 society
(a) Name and address of holder of relevant interest ...............
(b)
Number and description of shares of each class of shares in the society .............................................................................
(c)
Name and address of each person registered as holder of 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 society under section 64P (1) or 64Q (1) of the Act
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(a) Date of change in relevant interests ........................................ (b)
Whether the change was a change in relevant interest of relevant interests of an associate of the substantial shareholder and, if so, the name and address of the associate .....................................................................................
(d)
Particulars of any contract, scheme, arrangement or other circumstance by reason of which the change in each relevant interest occurred are as follows:
# (e)
Particulars of any qualifications of the power of a person to exercise, control the exercise of or influence the exercise of, the voting rights conferred on the holder 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 |
**(a) Name and address of any person entitled to become registered as holder of 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. | + | 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 |
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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. ** If none, state accordingly. # Indicate clearly in respect of which group of shares the
qualification applies.
+
In accordance with Regulation 68 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 55, 56 or 57, prescribed pursuant to section 64P (1), 64Q (1) or 64R (1), as the case requires.
2. For the purposes of completing this Form, if the shares of a company are not divided into 2 or more classes, the shares are to be taken to be a class.
3. If 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 as set out in Regulation 35 (6).
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Form 58
Regulation 69
PERMANENT BUILDING SOCIETIES ACT 1967
(Sections 64Y, 64Z, Permanent Building Societies Act 1967)
PRIMARY NOTICE UNDER SECTION 64Z REQUIRING
STATEMENT
OF RELEVANT INTEREST
To .............................................................................................
1. Take notice that .................................... of ..................................... a society within the meaning of the Permanent Building Societies Act 1967, requires you, as the holder of ......... shares in that
society, to furnish to it in accordance with section 64ZC of the Act, within 7 business days after you have received this notice, a statement in writing setting out:
(a)
full particulars of your (**) relevant interest in those shares and the circumstances by reason of which you have acquired that interest; and
(b) so far as it lies within your knowledge:
(i) full particulars of the name and address of every other person (if any) who has a relevant interest in any of the shares;
(ii) full particulars of each such interest and of the circumstances by reason of which the other person has that interest; and
(iii) full particulars of the name and address of each person (if any) who has given to you (#) relevant instructions in relation to any of the shares and of those relevant instructions and the date or dates on which those relevant instructions were given.
Dated this ....................................... day of ........................... 19 .
...........................................................................................................................
Signature of *Director/*Principal Executive Officer/*Secretary
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* Strike out if inapplicable. ** See section 64D. # See section 64Y.
DIRECTION
In pursuance of section 64ZB of the Act, an application for exemption from providing all or any of the required particulars may be lodged with the Registrar of Permanent Building Societies within 7 business days after receipt of this notice.
Form 59
Regulation 70
PERMANENT BUILDING SOCIETIES ACT 1967
(Sections 64Y, 64ZA Permanent Building Societies Act 1967)
SECONDARY NOTICE UNDER SECTION 64ZA REQUIRING
STATEMENT
OF RELEVANT INTEREST
(**) To .......................................................................................................
1. Take notice that ............................... of ............................... a society within the meaning of the Permanent Building Societies Act, 1967, has received information that you are:
* a person with (**) a relevant interest in
* a person who has given (+) relevant instructions in relation to......................... shares in the society, of which shares the holder
is .............................................. of .....................................................
2. The Society requires you to furnish to it in accordance with section 64ZC of the Act, within 7 business days after you have received this notice, a statement in writing setting out:
(a)
full particulars of any relevant interest that you have in any of those shares and of the circumstances by reason of which you have that interest;
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(b) so far as it lies within your knowledge:
(i) full particulars of the name and address of every other person (if any) who has a relevant interest in any of the shares;
(ii) full particulars of each such interest and of the circumstances by reason of which the other person has that interest; and
(iii) full particulars of the name and address of each person (if any) who has given to you (#) relevant instructions in relation to any of the shares and of those relevant instructions and the date or dates on which those relevant instructions were given.
Dated this .................................. day of ................................. 19 .
............................................................................................................................
Signature of *Director/*Principal Executive Officer/*Secretary
*Strike out if inapplicable. **See section 64D. + See section 64Y.
DIRECTION
In pursuance of section 64ZB of the Act, an application for exemption from providing all or any of the required particulars may be lodged with the Registrar of Permanent Building Societies within 7 business days after receipt of this notice.
EXPLANATORY NOTE
The object of this Regulation is to provide for the matters to be prescribed in order to bring the Permanent Building Societies (Amendment) Act 1989 into operation. These matters are:
| (a) | the particulars required in relation to the various notices concerning substantial shareholdings; and |
| (b) | the prescribed forms for use in connection with those notices. |
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