Commonwealth Numbered Acts

COMPANIES (ACQUISITION OF SHARES) ACT 1980 No. 64 of 1980 - SECT 6

6. In this Act, unless the contrary intention appears-

"business rules", in relation to a stock exchange, means rules, regulations or
by-laws-

   (a)  governing the activities or conduct of the stock exchange or of its
        members; or

   (b)  governing the activities or conduct of other persons in relation to
        the stock market of the stock exchange, being rules, regulations or
        by-laws made by the stock exchange or contained in any of the
        constituent documents of the stock exchange, but does not include
        rules, regulations or by-laws that are listing rules of the
        stock exchange;



"company" means a company as defined by sub-section 5 (1) of the Companies
Ordinance 1962 and includes a body corporate incorporated in the Territory
that has a share capital;



"convertible note" has the same meaning as in Division 3A of Part III of the
Income Tax Assessment Act 1936;



"dealing in securities" means (whether as principal or agent) acquiring,
disposing of, subscribing for, underwriting or sub-underwriting securities or
making or offering to make, or inducing or attempting to induce a person to
make or to offer to make, an agreement-

   (a)  for or with respect to acquiring, disposing of, subscribing for,
        underwriting or sub-underwriting securities; or

   (b)  the purpose or purported purpose of which is to secure a profit or
        gain to a person who acquires, disposes of, subscribes for,
        underwrites or sub-underwrites securities or to any of the parties to
        the agreement in relation to securities;



"director", in relation to a corporation, includes-

   (a)  any person occupying or acting in the position of director of the
        corporation, by whatever name called and whether or not validly
        appointed to occupy or duly authorized to act in the position; and

   (b)  any person in accordance with whose directions or instructions the
        directors of the corporation are accustomed to act;



"executive officer", in relation to a corporation, means any person, by
whatever name called and whether or not he is a director of the corporation,
who is concerned, or takes part, in the management of affairs of the
corporation;



"expert", in relation to a matter, means any person whose profession or
reputation gives authority to a statement made by him in relation to that
matter;



"home exchange", in relation to a listed public company, means the stock
exchange designated to the company as its Home Exchange by the Australian
Associated Stock Exchanges;



"invitation" means a statement, however expressed, that is not an offer but
expressly or impliedly invites a holder of shares to offer to dispose of
shares or a holder of a right, being a right to acquire a share or an interest
in a share under an option, to dispose of the right;



"listed public company" means a company shares in which are listed for
quotation on the stock market of a stock exchange;



"listing rules", in relation to a stock exchange, means rules, regulations or
by-laws governing or relating to-

   (a)  the admission to, or removal from, the official list of the stock
        exchange of bodies corporate, governments, unincorporate bodies or
        other persons for the purposes of the quotation on the stock market of
        the stock exchange of securities of, or made available by, bodies
        corporate, governments, unincorporate bodies or other persons and for
        other purposes; or

   (b)  the activities or conduct of bodies corporate, governments,
        unincorporate bodies and other persons who are admitted to that list,
        whether those rules, regulations or by-laws-

   (c)  are made by the stock exchange or are contained in any of the
        constituent documents of the stock exchange; or

   (d)  are made by another person and adopted by the stock exchange;



"marketable parcel", in relation to shares in a listed public company, means a
marketable parcel of shares in that listed public company within the meaning
of the relevant business rules or listing rules of the stock exchange that is
the home exchange in relation to that listed public company;



"marketable securities" means debentures, stocks, shares or bonds of any
Government, of any local government authority or of any corporation,
association or society, and includes any right or option in respect of shares
in any corporation and any prescribed interest;



"nominee corporation" means a corporation whose principal business is the
business of holding marketable securities as a trustee or nominee;



"non-voting share", in relation to a company, means an issued share in the
company that is not a voting share;



"offeror" means-

   (a)  a person who dispatches or proposes to dispatch a take-over offer,
        whether he dispatches or proposes to dispatch the offer himself or by
        an agent or nominee; or

   (b)  2 or more persons who together dispatch or propose to dispatch a
        take-over offer, whether they dispatch or propose to dispatch the
        offer themselves or by an agent or nominee;

"officer", in relation to a corporation, means-

   (a)  a director, secretary or executive officer of the corporation;

   (b)  a receiver and manager of the property or any part of the property of
        the corporation appointed under a power contained in an instrument;

   (c)  an official manager or deputy official manager of the corporation
        appointed under the provisions of Part IX of the Companies Ordinance
        1962 or under the provisions of the law of a State or another
        Territory that correspond with that Part;

   (d)  a liquidator of the corporation appointed in a voluntary winding up of
        the corporation; and

   (e)  a trustee or other person administering a compromise or arrangement
        made between the corporation and its creditors, but does not include-

   (f)  a receiver who is not also a manager;

   (g)  a receiver and manager appointed by a court; or

   (h)  a liquidator appointed by a court;



"on-market offeror" means-

   (a)  a person who makes, or proposes to make, offers to acquire shares in
        accordance with section 17; or

   (b)  2 or more persons who together make, or propose to make, offers to
        acquire shares in accordance with section 17;



"Part A statement" means a statement in writing that complies with the
requirements of Part A of the Schedule;



"Part B statement" means a statement in writing that complies with the
requirements of Part B of the Schedule;



"Part C statement" means a statement in writing that complies with the
requirements of Part C of the Schedule;



"Part D statement" means a statement in writing that complies with the
requirements of Part D of the Schedule;



"prescribed condition", in relation to a take-over offer, means-

   (a)  a condition that will, in circumstances referred to in the condition,
        result in the rescission of, or entitle the offeror to rescind, a
        contract that results from an acceptance of the offer; or

   (b)  a condition that prevents a binding contract from resulting from an
        acceptance of the offer unless or until the condition is fulfilled;



"prescribed interest" means an interest as defined in sub-section 76 (1) of
the Companies Ordinance 1962;



"prescribed occurrence", in relation to a target company, means-

   (a)  any one or more of the provisions of the constituent documents of the
        target company or of a subsidiary of the target company being altered
        in any of the ways mentioned in sub-section 62 (1) of the Companies
        Ordinance 1962;

   (b)  the target company or a subsidiary of the target company resolving to
        reduce its share capital in any way;

   (c)  the target company or a subsidiary of the target company making an
        allotment of, or granting an option to subscribe for, any of its
        shares, or agreeing to make such an allotment or grant such an option;

   (d)  the target company or a subsidiary of the target company issuing, or
        agreeing to issue, convertible notes;

   (e)  the target company or a subsidiary of the target company disposing, or
        agreeing to dispose, of the whole, or a substantial part, of its
        business or property;

   (f)  the target company or a subsidiary of the target company charging, or
        agreeing to charge, the whole, or a substantial part, of its business
        or property;

   (g)  the target company or a subsidiary of the target company resolving
        that it be wound up;

   (h)  the appointment of a provisional liquidator of the target company or
        of a subsidiary of the target company;

   (j)  the making of an order by a court for the winding up of the target
        company or of a subsidiary of the target company;

   (k)  the target company or a subsidiary of the target company being placed
        under official managment; or

   (l)  the appointment of a receiver, or a receiver and manager, in relation
        to the whole, or a substantial part, of the property of the
        target company or of a subsidiary of the target company;



"recorded", in relation to a dealing in shares in a listed public company,
means recorded by a stock exchange;



"renounceable option" means an option to have an allotment of shares in a
corporation made to the holder of the option, being an option that is capable
of being assigned;



"securities", in relation to a corporation, means-

   (a)  shares in, or debentures of, the corporation;

   (b)  any right or option in respect of any such shares or debentures; and

   (c)  any prescribed interest made available by the corporation;



"stock exchange" means a body corporate (whether or not incorporated in the
Territory) that is declared by the regulations to be a stock exchange for the
purposes of this Act;



"stock market" means a market, exchange or other place (whether or not in the
Territory) at which, or a facility (whether or not in the Territory) by means
of which, securities of corporations are regularly offered for sale, purchase
or exchange;



"take-over announcement" means an announcement made in accordance with
section 17;



"take-over offer" means an offer to acquire shares made under a take-over
scheme;



"take-over scheme" means a take-over scheme referred to in section 16;



"target company" means-

   (a)  in relation to a take-over offer-the company for the acquisition of
        shares in which that offer has been, or is proposed to be, dispatched;

   (b)  in relation to a take-over scheme-the company shares in which are
        proposed to be acquired under the scheme; and

   (c)  in relation to a take-over announcement-the company in relation to
        shares in which the take-over announcement has been, or is proposed to
        be, made;



"trading day", in relation to a stock exchange, means a day on which the
stock market of that stock exchange is open for the sale, purchase or exchange
of securities.