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INCOME TAX ASSESSMENT ACT 1997 - SECT 166.175

Corporate change in a company

Meaning of corporate change

  (1)   There is a corporate change in a company if:

  (a)   there is a * takeover bid for * shares in the company; or

  (b)   there is a scheme of arrangement, involving more than 50% of the company's shares, that has been approved by a court; or

  (c)   there is any other arrangement, involving the acquisition of more than 50% of the company's shares, that is regulated under the Corporations Act 2001 or a * foreign law; or

  (d)   there is an issue of * shares in the company that results in an increase of 20% or more in:

  (i)   the issued share capital of the company; or

  (ii)   the number of the company's shares on issue; or

  (e)   there is a corporate change in another company which beneficially owns one or more of the following stakes in the first company:

  (i)   a * voting stake that carries rights to more than 50% of the voting power of the first company;

  (ii)   a * dividend stake that carries rights to receive more than 50% of any dividends the first company may pay;

  (iii)   a * capital stake that carries rights to receive more than 50% of any distribution of capital of the first company;

    (whether the other company owns those stakes directly, or * indirectly through one or more interposed entities).

Note:   For paragraph   (e), Division   167 has special rules for working out rights to voting power, dividends and capital distributions in a company whose shares do not all carry the same rights to those matters.

When a corporate change ends

  (2)   A * corporate change ends :

  (a)   if paragraph   (1)(a) applies (or paragraph   (1)(e) applies because of paragraph   (1)(a))--at the latest time when a * bid period of the * takeover bid ends; and

  (b)   if paragraph   (1)(b) or (c) applies (or paragraph   (1)(e) applies because of paragraph   (1)(b) or (c))--when the scheme of arrangement or other arrangement ends; and

  (c)   if paragraph   (1)(d) applies (or paragraph   (1)(e) applies because of paragraph   (1)(d))--when the offer period for the issue of * shares ends.


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