EXPLANATORY STATEMENT
STATUTORY RULES 1987 NO. 148
ISSUED BY THE AUTHORITY OF THE ATTORNEY-GENERAL
COMPANIES (ACQUISITION OF SHARES REGULATIONS (AMENDMENT)
Section 62 of the Companies (Acquisition of Shares) Act 1980 (“the Act”) provides in subsection (1) that the Governor-General may make regulations, not inconsistent with the Act, prescribing all matters that are necessary or convenient to be prescribed for carrying out or giving effect to the Act. Subsection 62(2) of the Act provides that the power of the Governor-General to make regulations shall be exercised only in accordance with advice that is consistent with resolutions of the Ministerial Council for Companies and Securities (“the Council”).
2. The Council was established under an agreement between the Commonwealth and the States, executed on 22 December 1978 (“the 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 and futures industries in the six States, the Australian Capital Territory and the Northern Territory of Australia.
3. Under subclause 45(1) of the Agreement, the Council may consider a proposal for the amendment of regulations made under the Commonwealth Acts enacted for the purpose of the co-operative companies and securities scheme. Should the Council approve any draft amending regulation which gives effect to such a proposal, the Commonwealth is then required,
under subclause 45(2) of the Agreement, to submit the draft regulations to the Federal Executive Council for making by the Governor-General.
4. The accompanying regulations are identical in form and substance to draft regulations approved by the Council.
5. The purpose of the accompanying regulations is to amend the Companies (Acquisition of Shares) Regulations to reflect the establishment of the new Australian Stock Exchange Limited.
6. Details of the accompanying regulations are set out below.
Regulation 1: Commencement
7. The amendments to the Regulations come into operation on 1 July 1987.
Regulation 2: Securities exchanges and stock exchanges declared for the purposes of the Act
8. Under section 6 of the Act “securities exchange” and “stock exchange” are defined as meaning a body corporate that is declared by the Regulations to be a securities exchange or stock exchange (respectively) for the purposes of the Act. Regulation 4 of the Regulations declares each of the capital city stock exchanges to be a securities exchange and a stock exchange for the purposes of the Act.
9. On 1 April 1987 a new stock exchange, the Australian Stock Exchange Limited, was incorporated as a company limited by guarantee under the Australian Stock Exchange and National Guarantee Fund Act 1987. That Act also made the existing capital city exchanges subsidiaries of that Exchange and changed their names to reflect their new status.
10. This regulation inserts in the Regulations a new regulation 4 which declares the Exchange (i.e. the new
Australian Stock Exchange Limited) and each Exchange subsidiary (i.e. the six former capital city stock exchanges) to be a securities exchange and a stock exchange for the purposes of the Act.