Australian Capital Territory Repealed Acts Australian Capital Territory Repealed ActsThis legislation has been repealed.
Schedule 1 Associates and relevant interests
(see dict, def of associate, def of relevant interest )
(1) Nothing in this part limits anything else in it.
(2) A person is an associate of someone else only as provided by this part.
1.2 Associates of a corporation
The associates of a corporation include the following:
(a) a director or secretary of the corporation;
(b) a related corporation;
(c) a director or secretary of a related corporation.
1.3 Matters relating to voting rights
(1) If a reference to an associate of a person relates to—
(a) the extent of power to exercise, or to control the exercise of, the voting power attached to voting shares in or arising from membership of a corporation; or
(b) the person's entitlement to shares in a corporation; or
(c) an offer to buy shares to which division 11.2 applies;
the reference includes a reference to someone else with whom the person has, or proposes to enter into, an agreement mentioned in subclause (2).
(2) Subsection (1) applies to an agreement—
(a) because of which a person mentioned in subsection (1) has or will have power (even if it is in any way qualified)—
(i) to exercise; or
(ii) to control, directly or indirectly, the exercise of; or
(iii) to influence substantially the exercise of;
any voting power attached to shares in the corporation; or
(b) for the purpose of controlling or influencing—
(i) the composition of the corporation's board; or
(ii) the conduct of affairs of the corporation; or
(c) under which a person mentioned in subsection (1)—
(i) will or may acquire; or
(ii) may be required by the other to acquire;
shares in the corporation in which the other person has a relevant interest; or
(d) under which a person mentioned in subsection (1) may be required to dispose of shares in the corporation in accordance with the other person's directions.
(3) Subsection (1) applies despite any other effect the agreement may have.
(4) In relation to a matter relating to shares in a corporation, a person may be an associate of the corporation and the corporation may be an associate of a person.
1.4 Meaning of associate of a person
(1) A reference to an "associate" of a person includes a reference to—
(a) anyone in concert with whom the person is acting or proposes to act; or
(b) anyone who, under the regulations, is, for the provision in which the reference occurs, an associate of the person; or
(c) anyone with whom the person is or proposes to become associated, whether formally or informally, in any other way;
in relation to the matter to which the reference relates.
(2) If a person has entered, or proposes to enter, into a transaction, or has done, or proposes to do, anything, to become associated with someone else as mentioned in an applicable provision of this part, a reference to an "associate" of the person includes a reference to the other person.
A person is not an associate of someone else because of section 1.3 or section 1.4 (1), or because of section 1.4 (2) as it applies in relation to section 1.3 or section 1.4 (1), only because of 1 or more of the following:
(a) the person gives advice to the other person, or acts on the other person's behalf, in the proper exercise of the functions attaching to a professional capacity or a business relationship;
(b) the person, a client, gives specific instructions to the other person, whose ordinary business includes dealing in securities, to acquire shares on the client's behalf in the ordinary course of that business;
(c) the person has made, or proposes to make, to the other person an offer to which division 11.2 applies, in relation to shares held by the other person;
(d) the person has appointed the other person, otherwise than for valuable consideration given by the other person or by an associate of the other person, to vote as a proxy or representative at a meeting of members, or of a class of members, of a corporation.
Part 1.2 Relevant interests
(1) This section applies for this part.
(2) Power to vote in relation to a right to vote is power to exercise, or to control the exercise of, the right to vote.
(3) A reference to "power "to dispose of a share includes a reference to power to exercise control over the disposal of the share.
(4) A reference to "power "or control includes a reference to power or control that is direct or indirect or is, or can be, exercised because of, by means of, in breach of, or by revocation of, trusts, agreements and practices, or any of them, whether or not they are enforceable.
(5) Power to vote in relation to a right to vote, or power to dispose of a share, that is exercisable by 2 or more people jointly is taken to be exercisable by either or any of them.
(6) A reference to a "controlling interest" includes a reference to an interest that gives control.
(1) Nothing in this part limits anything else in it.
(2) A person does not have a relevant interest in a share of a cooperative or right to vote in relation to a cooperative except as provided in this part.
1.8 Basic rules—relevant interests
(1) A person who has power to vote in relation to a right to vote has a relevant interest in the right to vote.
(2) A person who has power to dispose of a share has a relevant interest in the share.
1.9 Control of corporation having power in relation to a share etc
(1) This section applies if a corporation has, or is by this part taken to have—
(a) power to vote in relation to a right to vote; or
(b) power to dispose of a share.
(2) A person is taken for this part to have in relation to the right to vote or share the same power as the corporation has, or is taken to have, if—
(a) the corporation is, or its directors are, accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the person in relation to the exercise of the power mentioned in subsection (1) (a) or (b); or
(b) the person has a controlling interest in the corporation.
1.10 Control of 20% of voting power in corporation having power in relation to a share etc
(1) This section applies if a corporation or an associate of a corporation has, or is by this part (other than this section) taken to have—
(a) power to vote in relation to a right to vote; or
(b) power to dispose of a share.
(2) A person is taken for this part to have in relation to the right to vote or share the same power as the corporation or associate has, or is taken to have, if—
(a) the person has; or
(b) an associate of the person has; or
(c) associates of the person together have; or
(d) the person and an associate or associates of the person together have;
power to vote in relation to the right to vote attached to not less than 20% of the voting shares in the corporation.
1.11 Deemed relevant interest in advance of performance of agreement that will give rise to a relevant interest
(1) This section applies if—
(a) a person—
(i) has entered into an agreement with someone else in relation to an issued share or right to vote in which the other person has a relevant interest; or
(ii) has a right enforceable against someone else in relation to an issued share or right to vote in which the other person has a relevant interest, whether the right is enforceable presently or in the future and whether or not on the fulfilment of a condition; or
(iii) has an option granted by someone else, or has granted to someone else an option, in relation to an issued share or right to vote in which the other person has a relevant interest; and
(b) on performance of the agreement, enforcement of the right, or exercise of the option, the person would have a relevant interest in the share or right to vote.
(2) If this section applies, the person is taken for this part to have that relevant interest in the share or right to vote.
1.12 Control of corporation having a relevant interest because of s 1.11
If a corporation is by section 1.11 taken to have a relevant interest in a share in or right to vote at meetings of a cooperative, a person is taken for this part to have a relevant interest in the share or right to vote if—
(a) the corporation is, or its directors are, accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the person in relation to the exercise of power to vote in relation to the right to vote or power to dispose of the shares; or
(b) the person has a controlling interest in the corporation; or
(c) the person has power to vote in relation to the right to vote attached to not less than 20% of the voting shares in the corporation.
1.13 Matters not affecting application of pt 1.2
(1) It is immaterial for this part whether or not power to vote in relation to a right to vote, or power to dispose of a share—
(a) is express or implied or formal or informal; or
(b) is exercisable by a person alone or jointly with another person; or
(c) cannot be related to a particular share; or
(d) is, or can be made, subject to restraint or restriction.
(2) A relevant interest in a share or right to vote is not to be disregarded only because of either or both of the following:
(a) its remoteness;
(b) how it arose.
1.14 Corporation may have a relevant interest in its own shares
A corporation may, because of this part, be taken to have a relevant interest in a share in or right to vote arising from membership of the corporation itself.
A relevant interest of a person in a share or right to vote must be disregarded if the person's ordinary business includes lending money and the person has authority to exercise powers as the holder of the relevant interest only because of a security given for a transaction entered into in the ordinary course of business in relation to lending money, other than a transaction entered into with an associate of the person.
1.16 Exclusions—certain trustees
A relevant interest of a person in a share or right to vote must be disregarded if—
(a) the share or right is subject to a trust; and
(b) the person has the relevant interest as a trustee of the trust; and
(c) either—
(i) a beneficiary under the trust is by section 1.11 taken to have a relevant interest in the share or right because the beneficiary has a presently enforceable and unconditional right mentioned in section 1.11 (1) (a) (ii); or
(ii) the person is a bare trustee.
1.17 Exclusions—instructions to securities dealer to dispose of share
A relevant interest of a person in a share or right to vote must be disregarded if—
(a) the person's ordinary business includes dealing in securities; and
(b) the person has authority to exercise powers as the holder of the relevant interest only because of instructions given to the person, by or on behalf of someone else, to dispose of the share on the other person's behalf in the ordinary course of the business.
1.18 Exclusions—honorary proxies
A relevant interest of a person in a share or right to vote must be disregarded if the person has it only because of having been appointed, otherwise than for valuable consideration given by the person or an associate of the person, to vote as a proxy or representative at a meeting of members, or of a class of members, of a corporation.
1.19 Exclusions—holders of prescribed offices
A relevant interest of a person in a share or right to vote must be disregarded if the person has it because of holding an office prescribed by regulation.
A regulation may provide for relevant interests in shares to be disregarded for a provision of this Act in prescribed circumstances and subject to any prescribed conditions.
1.21 Relevant interest etc—corporation other than cooperative
A reference in this Act (including in this schedule) to a relevant interest in a share of a corporation other than a cooperative or a right to vote in relation to a corporation other than a cooperative must be interpreted in accordance with the Corporations Act
.