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COMPANIES (ACQUISITION OF SHARES) ACT 1980 No. 64 of 1980 - SECT 14

Pari passu allotments
14. (1) Section 11 does not prohibit the acquisition of shares in a company
pursuant to an allotment if-

   (a)  the requirements set out in sub-section (2) have been complied with in
        relation to the allotment; and

   (b)  the allotment-

        (i)    is made to a person as a result of the acceptance by that
               person of an offer made to him in accordance with paragraph (2)
               (b);

        (ii)   is made to a person in his capacity as an underwriter or sub-
               underwriter in relation to the allotment; or

        (iii)  is made to a nominee in accordance with sub-section (3).

(2) The requirements referred to in sub-section (1) are as follows:

   (a)  the directors of the company shall pass a resolution agreeing to make
        available a number of shares in, or ascertained in accordance with,
        the resolution for allotment to all persons who were registered as the
        holders of shares in the company, or to all persons who were
        registered as the holders of voting shares in the company, on the date
        specified in the resolution;

   (b)  the company shall make an offer to each person to allot to him such
        number of those shares as he agrees to subscribe for, being a number
        that does not exceed the number specified in the offer in accordance
        with paragraph (c); and

   (c)  the number of shares to be specified in an offer for the purposes of
        paragraph (b) is the number that bears to the total number of shares
        agreed to be made available in accordance with paragraph (a) as nearly
        as practicable the same proportion as the number of shares in the
        company, or the number of voting shares in the company, as the case
        may be, held by the person to whom the offer is made immediately
        before the date specified in the resolution bears to the total number
        of shares in the company, or the total number of voting shares in the
        company, as the case may be, immediately before that date.

(3) A company shall be deemed to comply with the requirements of sub- section
(2) in relation to the holders of shares in the company whose addresses as
shown in the register of members are places outside Australia and
the external Territories (in this sub-section referred to as "foreign
shareholders") if the company, in lieu of making offers to the foreign
shareholders in accordance with sub-section (2)-

   (a)  allots to a nominee approved-

        (i)    where the company is a listed public company-by the
               stock exchange that is the home exchange in relation to the
               company or by the Commission; or

        (ii)   where the company is not a listed public company-by the
               Commission, a number of shares equal to the number of shares in
               respect of which the company would, but for this sub-section,
               be required to make offers to foreign shareholders in
               accordance with sub-section (2);

   (b)  causes the shares so allotted to be offered for sale in such manner,
        at such price and on such other terms and conditions as are approved
        by that stock exchange or the Commission, as the case may be; and

   (c)  pays to each of the foreign shareholders so much of the amount (if
        any) remaining after deducting from the proceeds of sale-

        (i)    the expenses of the sale; and

        (ii)   the amounts (if any) payable to the company in respect of the
               allotment of the shares, as bears to that remaining amount the
               same proportion as the number of shares in respect of which the
               company would, but for this sub- section, be required to make
               an offer to the foreign shareholder concerned in accordance
               with sub-section (2) bears to the total number of shares
               allotted to the nominee in accordance with paragraph (a) of
               this sub-section. 


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