Commonwealth Numbered Acts

[Index] [Table] [Search] [Search this Act] [Notes] [Noteup] [Previous] [Next] [Download] [Help]

COMPANIES (ACQUISITION OF SHARES) ACT 1980 No. 64 of 1980 - SECT 7

Provisions relating to acquisition and disposal of, and entitlement to, shares, and associated persons
7. (1) For the purposes of this Act, a person shall be taken to acquire
shares in a company (in this sub-section referred to as the "shares
concerned") if, and only if-

   (a)  he acquires a relevant interest in the shares concerned as a direct or
        indirect result of a transaction entered into by him or on his behalf
        in relation to those shares, in relation to any other securities of
        that company or in relation to securities of any other corporation; or

   (b)  he acquires any legal or equitable interest in securities of that
        company or in securities of any other corporation and, as a direct or
        indirect result of the acquisition, another person acquires a relevant
        interest in the shares concerned.

(2) For the purposes of this Act, a person shall be taken to dispose of shares
in a company if, and only if, having a relevant interest in those shares, he
ceases to have a relevant interest in those shares as a result of the doing of
any act, the entering into of any transaction or the occurrence of any
circumstance.

(3) For the purposes of this Act, the shares in a company to which a person
(in this sub-secition and sub-section (4) referred to as the "person
concerned") is entitled include-

   (a)  shares in which the person concerned has a relevant interest; and

   (b)  except where the person concerned is a nominee corporation in respect
        of which a certificate by the Commission is in force under sub-section
        (8)-shares in which a person who is an associate of the person con-
        concerned has a relevant interest.

(4) A reference in paragraph (3) (b) to a person who is an associate of the
person concerned shall be construed as a reference to-

   (a)  if the person concerned is a corporation-

        (i)    a director or secretary of the corporation;

        (ii)   a corporation that is related to the person concerned; or

        (iii)  a director or secretary of such a related corporation;

   (b)  a person with whom the person concerned has, or proposes to enter
        into, an agreement, arrangement, understanding or undertaking, whether
        formal or informal and whether express or implied-

        (i)    by reason of which either of those persons may exercise,
               directly or indirectly control the exercise of, or
               substantially influence the exercise of, any voting power
               attached to shares in the company referred to in sub-section
               (3);

        (ii)   with a view to controlling or influencing the composition of
               the board of directors, or the conduct of affairs, of the
               company referred to in sub-section (3); or

        (iii)  under which either of those persons may acquire from the other
               of them shares in the company referred to in sub-section (3) or
               may be required to dispose of such shares in accordance with
               the directions of the other of them;

   (c)  a person in concert with whom the person concerned is acting, or
        proposes to act, in relation to the acquisition or proposed
        acquisition of shares in the company referred to in sub-section (3);

   (d)  a person with whom the person concerned is, or proposes to become,
        associated, whether formally or informally with a view to controlling
        or influencing the composition of the board of directors, or the
        conduct of affairs, of the company referred to in sub-section (3);

   (e)  a person with whom the person concerned is, by virtue of the
        regulations, to be regarded as associated in relation to the
        acquisition or proposed acquisition of shares in the company referred
        to in sub- section (3);

   (f)  a person with whom the person concerned is, or proposes to become,
        associated, whether formally or informally, in any other way in
        relation to shares in the company referred to in sub-section (3); or

   (g)  if the person concerned has entered into, or proposes to enter into, a
        transaction, or has done, or proposes to do, any other act or thing,
        with a view to becoming associated with another person as mentioned in
        paragraph (b), (c), (d), (e) or (f)-that other person.

(5) A reference in this Act other than sub-section (4) to a person associated
with another person shall be construed as a reference to-

   (a)  if the other person is a corporation-

        (i)    a director or secretary of the corporation;

        (ii)   a corporation that is related to the other person; or

        (iii)  a director or secretary of such a related corporation;

   (b)  where the matter to which the reference relates is a take-over offer
        or take-over announcement relating to shares in a company, or the
        extent of a power to exercise, or to control the exercise of, the
        voting power attached to voting shares in a corporation-a person with
        whom the other person has, or proposes to enter into, an agreement,
        arrangement, understanding or undertaking, whether formal or informal
        and whether express or implied-

        (i)    by reason of which either of those persons may exercise,
               directly or indirectly control the exercise of, or
               substantially influence the exercise of, any voting power
               attached to a share in the company or corporation, as the case
               may be;

        (ii)   with a view to controlling or influencing the composition of
               the board of directors, or the conduct of affairs, of the
               company or corporation, as the case may be; or

        (iii)  under which either of those persons may acquire from the other
               of them shares in the company or corporation, as the case may
               be, or may be required to dispose of such shares in accordance
               with the directions of the other of them;

   (c)  a person in concert with whom the other person is acting, or proposes
        to act, in respect of the matter to which the reference relates;

   (d)  a person with whom the other person is, by virtue of the regulations,
        to be regarded as associated in respect of the matter to which the
        reference relates;

   (e)  a person with whom the other person is, or proposes to become,
        associated, whether formally or informally, in any other way in
        respect of the matter to which the reference relates; or

   (f)  if the other person has entered into, or proposes to enter into, a
        transaction, or has done, or proposes to do, any other act or thing,
        with a view to becoming associated with a person as mentioned in
        paragraph (b), (c), (d) or (e)-that last-mentioned person.

(6) A person shall not be taken to be an associate of another person by virtue
of paragraph (4) (b), (c), (d), (f) or (g) or to be associated with another
person by virtue of paragraph (5) (b), (c), (e) or (f) by reason only that-

   (a)  one of those persons furnishes advice to, or acts on behalf of, the
        other person in a professional capacity;

   (b)  without limiting the generality of paragraph (a), where the ordinary
        business of one of those persons includes
        dealing in securities-specific instructions are given to the person by
        or on behalf of the other person to acquire shares on behalf of the
        other person in the ordinary course of that business; or

   (c)  one of those persons-

        (i)    has dispatched or proposes to dispatch to the other person a
               take-over offer in relation to shares in a company held by the
               other person; or

        (ii)   has made, or proposes to make, a take-over announcement that
               relates to shares held by the other person.

(7) For the purposes of paragraphs (4) (b) and (5) (b), it is immaterial that
the power of a person to exercise, control the exercise of, or influence the
exercise of, voting power is in any way qualified.

(8) The Commission may, in its discretion, issue to a nominee corporation a
certificate declaring the nominee corporation to be an approved nominee
corporation for the purposes of this section and may at any time, in its
discretion, by notice in writing to the nominee corporation, revoke the
certificate . 


AustLII: Copyright Policy | Disclaimers | Privacy Policy | Feedback