Commonwealth Consolidated Regulations Commonwealth Consolidated Regulations(1) A monetary benefit is not conflicted remuneration if:
(a) it is a stamping fee given to facilitate an approved capital raising; and
(b) in a case where the benefit is given on or after 1 July 2020--the approved capital raising does not relate to an approved financial product that consists of:
(i) interests, or proposed interests, in a company (other than an infrastructure entity) that is listed, or proposed to be listed, and whose main purpose is investing in passive investments; or
(ii) interests, or proposed interests, in a managed investment scheme (other than a real estate investment trust or an infrastructure entity) that is listed or proposed to be listed.
(2) In this regulation:
"approved capital raising" means:
(a) an offer to issue an approved financial product; or
(b) an offer to sell an approved financial product;
where the purpose of the offer is to raise funds for the person issuing or selling the approved financial product.
"approved financial product" means:
(a) debentures, stocks or bonds that are, or are proposed to be, issued by a government; or
(b) shares in, or debentures of, a body that are, or are proposed to be, quoted on a declared financial market; or
(c) interests in a managed investment scheme that are, or are proposed to be, quoted on a declared financial market; or
(d) a right to acquire, by way of issue, shares, debentures or interests mentioned in paragraph (b) or (c).
"infrastructure assets" means any of the following:
(a) airports;
(b) electricity generation, transmission or distribution facilities;
(c) gas transmission or distribution facilities;
(d) hospitals;
(e) ports;
(f) prisons;
(g) railways;
(h) roads;
(i) sewerage facilities;
(j) telecommunication facilities;
(k) water supply facilities.
"infrastructure entity" means a company or managed investment scheme whose main purpose is to operate or invest in infrastructure assets.
"interest" , in a company or managed investment scheme, does not include a stapled real estate or infrastructure interest in the company or managed investment scheme.
"passive investments" , in relation to a company, means any of the following:
(a) shares, units, options, rights or similar interests;
(b) financial instruments (such as loans, debts, debentures, bonds, promissory notes, futures contracts, forward contracts, currency swap contracts and a right or option in respect of a share, security, loan or contract);
(c) an asset whose main use by the company in the course of carrying on its business is to derive interest, an annuity, rent, royalties or foreign exchange gains unless:
(i) the asset is an intangible asset and has been substantially developed, altered or improved by the company so that its market value has been substantially enhanced; or
(ii) its main use for deriving rent was only temporary;
(d) goodwill.
"real estate investment trust" means a managed investment scheme whose main purpose is to invest in real property.
"stamping fee" means a fee, or a part of a fee:
(a) that a person, including an issuer of a financial product, or a person acting on behalf of the issuer, pays either directly or indirectly to a provider in connection with:
(i) an offer by the issuer to issue the financial product; or
(ii) an invitation by the issuer for an application to issue the financial product; or
(b) that a person, including a holder of a financial product, or person acting on behalf of the holder, pays either directly or indirectly to a provider in connection with:
(i) an offer by the holder to sell the financial product; or
(ii) an invitation by the holder for an application to sell the financial product.
"stapled real estate or infrastructure interest" : an interest is a stapled real estate or infrastructure interest if:
(a) the interest is an interest in a company or managed investment scheme; and
(b) the interest can only be transferred together with one or more other interests in one or more companies, managed investment schemes or other entities; and
(c) the companies, managed investment schemes or other entities mentioned in paragraphs (a) and (b) are engaging in activities together for the main purpose of:
(i) investing in real property; or
(ii) operating or investing in infrastructure assets.