EXPLANATORY STATEMENT
STATUTORY RULES 1982 NO. 130
Issued by the authority of the Attorney-General
AMENDMENT OF THE COMPANIES (ACQUISITION OF SHARES) REGULATIONS
On 22 December 1978 the Commonwealth and the States executed a Formal Agreement that provides the framework for a co-operative Commonwealth-State scheme for a uniform system of law and administration in relation to company law and the regulation of the securities industry in the six States and the Australian Capital Territory. The Agreement is set out in the Schedule to the National Companies and Securities Commission Act 1979 (NCSC Act). The purpose of the NCSC Act is to establish the National Companies and Securities Commission (NCSC).
Under clause 32 of the Formal Agreement, the NCSC is to have responsibility for the entire area of policy and administration with respect to company law and the regulation of the securities industry, subject to directions by the Ministerial Council for Companies and Securities. The Ministerial Council consists of Commonwealth and State Ministers responsible for administering the law relating to companies and the regulation of the securities industry, or their delegates, or Ministers acting in their office. (Formal Agreement, clauses 19 and 20).
Under sub-clause 45(1) of the Formal Agreement, the Ministerial Council may consider a proposal for the amendment of regulations made under the Commonwealth Acts enacted for the purposes of the co-operative scheme. Should the Ministerial Council approve any draft amending regulation which gives effect to such a proposal, the Commonwealth is then required, under sub-clause 45(2) of the Agreement, to submit the draft regulation to the Federal Executive Council for making by the Governor-General.
The Companies (Acquisition of Shares) Act 1980 regulates the acquisition of shares by a person who holds between 20% and 90% of the voting shares of a company, or whose holding would increase to more than 20% after an acquisition. The Companies (Acquisition of Shares) Regulations set out the forms, notices, and other matters required under the Companies (Acquisition of Shares) Act 1980.
The purpose of the accompanying Regulation is to prescribe matters and reports for the purposes of paragraph 16(2A)(a) of the Companies (Acquisition of Shares) Act 1980. This Regulation is consequent upon Part IV of the Companies (Acquisition of Shares) Amendment Act (No.2) 1981, which amends section 16 of the Companies (Acquisition of Shares) Act 1980 by inserting sub-section 16(2A). Part IV of the Companies (Acquisition of Shares) Amendment Act (No.2) 1981 does not come into operation until the date on which the Companies Act 1981 comes into operation. The Ministerial Council has agreed that 1 July 1982 will be the commencement date of the Companies Act 1981.
The effect of the Regulation is that, in addition to the information referred to in Part A of the Schedule to the Companies (Acquisition of Shares) Act 1980, a Part A statement will be required to set out certain prescribed matters and contain certain prescribed reports where the statement relates to an offer to acquire shares where the consideration is or includes shares or debentures. These prescribed matters and reports are similar to those referred to in sub-paragraphs 1(e)(i) and (ii) of Part A of the Schedule to the Companies (Acquisition of Shares) Act 1980. Sub-paragraphs 1(e)(i) and (ii) will be omitted from the Act as a consequence of the repeal of the Fifth Schedule to the ACT Companies Ordinance 1962 upon the commencement of the Companies Act 1981.
The Ministerial Council has passed the following resolution:
“Resolved pursuant to clause 45 of the Formal Agreement that the draft Companies (Acquisition of Shares) Regulations (Amendment). (S.R. 111/82) being as set out in the print dated 13 May, 1982, be approved.”