Commonwealth Numbered Acts

FOREIGN TAKEOVERS AMENDMENT ACT 1976 No. 93 of 1976 - SECT 7

7. Section 26 of the Principal Act is repealed and the following section
substituted:- Compulsory notification of transactions.
''26. (1) In this section, 'person to whom this section applies' means-

   (a)  a natural person not ordinarily resident in Australia;

   (b)  a corporation in which a natural person not ordinarily resident in
        Australia or a foreign corporation holds a substantial interest; or

   (c)  a corporation in which 2 or more persons, each of whom is either a
        natural person not ordinarily resident in Australia or a foreign
        corporation, hold an aggregate substantial interest.

''(2) Where a person to whom this section applies-

   (a)  enters into an agreement by virtue of which he acquires a substantial
        shareholding in an Australian corporation and did not, before entering
        into the agreement, furnish to the Treasurer a notice stating his
        intention to enter into that agreement; or

   (b)  having furnished a notice to the Treasurer stating his intention to
        enter into an agreement by virtue of which he is to acquire a
        substantial shareholding in an Australian corporation, enters into
        that agreement before-

        (i)    the expiration of 40 days after the date on which the notice
               was received by the Treasurer; or

        (ii)   the date on which notice in writing is issued by or on behalf
               of the Treasurer stating that the Commonwealth Government does
               not object to his entering into that agreement,

whichever first occurs, the person is guilty of an offence and is punishable
on conviction by a fine not exceeding $50,000.

''(3) Where-

   (a)  a person enters into an agreement of a kind mentioned in sub-section
        (2); and

   (b)  the provisions of the agreement that relate to the acquisition of the
        interests in the shares concerned do not become binding until the
        fulfilment of a condition or conditions set out in the agreement, the
        person shall not be taken, for the purposes of that sub-section, to
        have entered into the agreement until the time when those provisions
        become binding.

''(4) Without affecting the operation of section 25, this section does not
apply in relation to a shareholder of a corporation subscribing for shares in
the corporation if-

   (a)  the shares were subscribed for in pursuance of a resolution by the
        corporation or the directors of the corporation agreeing to make
        available a number of shares specified in, or ascertained in
        accordance with, the resolution for allotment to persons who were
        registered as the holders of shares in the corporation on a date
        specified in the resolution; and

   (b)  the number of shares for which the shareholder so subscribed bears to
        the total number of shares made available for allotment in pursuance
        of the resolution as nearly as practicable the same proportion as the
        number of issued shares in the corporation held by him immediately
        before the date specified in the resolution bears to the total number
        of issued shares in the corporation immediately before that date.

''(5) For the purposes of sub-section (4), it is immaterial that the shares in
the corporation comprise 2 or more classes of shares to which different rights
are attached.

''(6) In this section, a reference to an agreement by virtue of which a person
acquires a substantial shareholding in a corporation is a reference to an
agreement by virtue of which the person acquires any interests in any shares
in the corporation where-

   (a)  he already holds a substantial interest in the corporation; or

   (b)  upon the acquisition by him of those interests, or of those interests
        and of any interests in other shares in the corporation, being
        interests that he has offered to acquire, he would hold a substantial
        interest in the corporation.

''(7) For the purposes of sub-section (6), a reference to a person offering to
acquire interests in shares includes a reference to a person making or
publishing a statement, however expressed, that expressly or impliedly invites
a holder of interests in shares to offer to dispose of interests in shares.''.