Commonwealth Consolidated Acts Commonwealth Consolidated ActsObject
(1) The object of this section is to define the expressions NBN Co sale scheme , sale - scheme trustee , sale - scheme trust deed and hybrid - security issuer company .
(2) For the purposes of this Act, an NBN Co sale scheme is a scheme the object of which is to achieve the transfer, or progressive transfer, of the whole or a part of the Commonwealth's equity in NBN Co to other persons.
(3) An NBN Co sale scheme must comply with any rules set out in a determination in force under subsection (4).
(4) The Finance Minister may make a written determination setting out rules that are to be complied with by an NBN Co sale scheme.
(5) An NBN Co sale scheme may involve any or all of the following:
(a) the transfer by the Commonwealth of any of its shares in NBN Co;
(b) the transfer by the Commonwealth of interests in its shares in NBN Co to a company (the sale - scheme trustee ) in the company's capacity as the trustee of a trust established by a trust deed (the sale - scheme trust deed );
(c) an investor in NBN Co initially acquiring a particular interest in shares in NBN Co and subsequently acquiring the remaining interests in those shares;
(d) the payment by NBN Co of a dividend;
(e) the reduction of NBN Co's share capital;
(f) a return of capital by NBN Co;
(g) the cancellation of a particular parcel of shares in NBN Co held by the Commonwealth;
(h) NBN Co buying back shares in itself;
(i) the issue of securities in NBN Co;
(j) the redemption of redeemable preference shares in NBN Co held by the Commonwealth;
(k) the modification of NBN Co's constitution;
(l) the issue by the Commonwealth or NBN Co of sale - scheme hybrid securities;
(m) an arrangement under which one or more designated companies (each of which is called a hybrid - security issuer company ) issue sale - scheme hybrid securities;
(n) the guarantee by the Commonwealth of obligations of a hybrid - security issuer company in relation to sale - scheme hybrid securities (for example, obligations to make payments of interest or dividends);
(o) an agreement of the kind known as a securities lending arrangement, where the securities lending arrangement relates to shares in NBN Co.
(6) In determining whether a scheme is an NBN Co sale scheme, regard must be had to the economic and commercial substance of the scheme.
(7) Subsections (5) and (6) do not, by implication, limit subsection (2).
Designated company
(8) For the purposes of this section, a designated company is:
(a) a wholly - owned Commonwealth company; or
(b) a body corporate specified in a written declaration made by the Finance Minister under this paragraph.
Legislative instruments
(9) A determination under subsection (4) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination.
(10) A declaration under paragraph (8)(b) is not a legislative instrument.
(11) To the extent that an NBN Co sale scheme is in writing, it is not a legislative instrument.
(12) In this section:
"interest in a share" has the meaning given by section 75.
"modification" has the same meaning as in the Corporations Act 2001 .
"transfer" , in relation to an interest in a share, includes the creation of the interest.
"wholly-owned Commonwealth company" has the same meaning as in the Public Governance, Performance and Accountability Act 2013 (in working out whether a company is covered by this definition, ignore any sale - scheme hybrid securities issued by the company).