ASIC Class Order [CO 01/1542]

ASIC Class Order [CO 01/1542]

Relevant interests, voting power and exceptions to the main takeover prohibition

This instrument is made under subsections 655A(1), 669(1) and 673(1) of the Corporations Act 2001.

This compilation was prepared on 4 October 2005 taking into account amendments up to [CO 02/268].

Prepared by the Australian Securities and Investments Commission.

Australian Securities and Investments Commission
Corporations Act 2001 — Subsections 655A(1), 669(1) and 673(1) — Declaration

Under subsections  655A(1),  669(1) and  673(1) of the Corporations Act 2001 (the Act) the Australian Securities and Investments Commission declares that Chapters 6, 6A and 6C of the Act apply to all persons as if:

Definitions

1. in  section 9 the definition of “convertible securities” were modified by deleting the words after “holder” and substituting the following:

 “may, by the exercise of rights attached to those securities:

(a) have the other class of securities issued to them; or

(b) have the securities transform into securities of that other class.

An option may be a convertible security even if it is non-renounceable.”;

Situations not giving rise to relevant  interests

2. subsection  609(1) were modified by:

(a) inserting the words “or acquired” after the word “taken” where first appearing;

(b) deleting the words “for the purpose of a transaction entered into”;

(c) in paragraph (a) deleting the words after “acquired” and substituting the following:

 “:

(i) in the ordinary course of the person's business of the provision of financial accommodation by any means; or

(ii) for the benefit of one or more other persons in relation to financial accommodation provided by the other persons  in the ordinary course of the other persons' business of the provision of financial accommodation by any means; and

 on ordinary commercial terms; and”

(d) in paragraph (b) deleting the words “the person” where secondly appearing and substituting the words “any other person mentioned in this subsection”.

(e) inserting the following sentence at the end of the  subsection:

 “For the purposes of this subsection a mortgage, charge or other security includes a negative pledge.”;

3. subsection  609(3) were modified by deleting the words after “they” and substituting the words “receive specific instructions from their client directing the financial services licensee to dispose of the securities in the ordinary course of the licensee's financial services business.”;

Voting power

4. section  610 were modified by inserting the following new subsection after subsection  610(3):

“(3A) Subsection (3) does not apply to an acquisition of an interest in securities by a subsidiary from its holding company, unless as a result of the acquisition the voting power of a person that is not a subsidiary of their ultimate holding company in the body corporate that issued the voting shares increases.”

Exceptions to the prohibition

5. items 2(d) and 3(d) of the table in section 611 were omitted and the following item were substituted for each of them:

“(d) the bid is:

(i) unconditional; or

(ii) subject to conditions of either or both of the following kind:

(A) conditions that relate only to the happening of an event or circumstance referred to in subsection 652C(1) or (2); or

(B) the condition required by subsection 625(3),

but not to any other conditions.”;

6. item 6 of section  611 were modified by:

(a) deleting the word “as” and substituting “of”; and

(b) deleting paragraphs (a) and (b) and substituting the following:

“(a) the ordinary business of:

(i) the person; or

(ii) a person or persons for the benefit of whom the person took or acquired the mortgage, charge or other security;

 includes the provision of financial accommodation by any means; and

(b) the person took or acquired the security:

(i) in the ordinary course of their business of the provision of financial accommodation by any means; or

(ii) for the benefit of one or more other persons in relation to financial accommodation provided by the other persons in the ordinary course of the other persons' business of the provision of financial accommodation by any means; and

 on ordinary commercial terms.”; and

(c) inserting a new sentence at the end of the item as  follows:

 “For the purposes of this item a mortgage, charge or other security includes a negative pledge.”

7. item 14 of the table in section  611 were modified by omitting the word “item.” and substituting:

 “item,

 where such inclusion is a primary listing.”; and

8. section  615 were modified by:

(a) inserting after the words “foreign holders of the company's securities” where first appearing the words “, or such of those foreign holders as are specified in the offers,”;

(b) inserting before the words “foreign holders” in paragraph (a) the word “those”; and

(c) deleting the word “transfer” in paragraph (b) and substituting the word “issue”.

Notes to ASIC Class Order [CO 01/1542]

Note 1

ASIC Class Order [CO 01/1542] (in force under subsections 655A(1), 669(1) and 673(1) of the Corporations Act 2001) as shown in this compilation comprises that Class Order amended as indicated in the Tables below.

Table of Instruments

Table of Amendments

ad. = added or inserted     am. = amended     rep. = repealed     rs. = repealed and substituted