Commonwealth Numbered Regulations

1994 No. 302 CORPORATIONS REGULATIONS (AMENDMENT) - REG 4

4.1 After regulation 1.16, insert:

"PART 1.2-DISCLOSING ENTITIES Securities declared not to be ED securities

"1.2.01. For the purposes of section 111AJ of the Corporations Law,
securities:

   (a)  of a body that, under Listing Rule 1B of the listing rules of the
        Australian Stock Exchange Limited, is an exempt foreign company; or

   (b)  that are quoted on Australian Bloodstock Exchange Limited; are
        declared not to be ED securities.

Foreign companies issuing securities under foreign scrip offers etc. exempt
from disclosing entity provisions

"1.2.02. (1) For the purposes of section 111AS of the Corporations Law, a
foreign company is exempt from the disclosing entity provisions in respect of
ED securities under section 111AG of the Law if:

   (a)  the company issues the securities in connection with a foreign
        takeover offer or foreign scheme of arrangement; and

   (b)  the securities issued are, at the time of issue, securities in a class
        of securities quoted on an approved foreign exchange; and

   (c)  the terms and conditions of the issue to citizens and Australian
        permanent residents are the same as those applying to each other
        person receiving securities that are in the same class; and

   (d)  the same notices, documents or other information (or, where
        applicable, an English translation of these) (modified, if necessary,
        to include any additional information for the purposes of complying
        with Division 2 of Part 7.12 of the Corporations Law) are given to
        Australian citizens or permanent residents as are given to each other
        person; and

   (e)  the notices, documents and other information are given to Australian
        citizens and permanent residents at the same time, or as soon as
        practicable after, they are given to those other persons; and

   (f)  in relation to the issue-the company complies with all legislative and
        stock exchange requirements in the place in which is located:

        (i)    the approved foreign exchange; or

        (ii)   if more than one-the principal approved exchange; on which the
               company's securities are quoted.



"(2) In this regulation:
'approved foreign exchange' includes:

   (a)  American Stock Exchange Inc.;

   (b)  New York Stock Exchange Inc.;

   (c)  New Zealand Stock Exchange;

   (d)  The Stock Exchange of Hong Kong Ltd;

   (e)  Stock Exchange of Singapore Limited;

   (f)  The Amsterdam Stock Exchange;

   (g)  the Frankfurt Stock Exchange

   (h)  The International Stock Exchange of the United Kingdom and the
        Republic of Ireland Limited;

   (i)  the Milan Stock Exchange;

   (j)  the NASDAQ National Market;

   (k)  the Paris Bourse;

   (l)  the Tokyo Stock Exchange;

   (m)  the Toronto Stock Exchange;

   (n)  the Zurich Stock Exchange;
'foreign scheme of arrangement' means a compromise or arrangement that is
subject to court approval under subsection 411 (6) of the Corporations Law,
between:

   (a)  a foreign company and a class of its creditors; or

   (b)  a foreign company and a class of its members;
'foreign takeover offer' means an offer made to acquire all or some of the
shares of:

   (a)  all holders of a class of shares in a foreign company; or

   (b)  all holders other than:

        (i)    the offerer; or

        (ii)   the offerer and its associates (within the meaning of Division
               2 of Part 1.2 of the Corporations Law).

Foreign companies issuing securities under employee share scheme exempt from
the disclosing entity provisions

"1.2.03. (1) For the purposes of section 111AS of the Corporations Law, a
foreign company is exempt from the disclosing entity provisions in respect of:

   (a)  offers for subscription, or invitations to subscribe for, shares in
        the company made to employees of the company or of an associated body
        corporate, under an employee share scheme, and a prospectus issued in
        relation to the shares that is lodged with the Commission; and

   (b)  offers for purchase, or invitations to buy, shares of the company made
        to employees of the company or of an associated body corporate, under
        an employee share scheme and a secondary trading notice issued under
        section 1043C or 1043D of the Corporations Law.



"(2) Subregulation (1) is not affected by any action of an employee, the
result of which is that another person who is not an employee acquires an
interest in a share issued under the employee share scheme.



"(3) In this regulation:

   (a)  an 'employee share scheme' is a scheme under which a company:

        (i)    offers for subscription, or issues invitations to subscribe
               for, shares (or options over issued shares) in the company only
               to persons who are full-time or part-time employees of the
               company or of an associated body corporate (including
               directors) at the time that the offer or invitation is made;
               and

        (ii)   offers for purchase, or issues invitations to buy, shares (or
               options over issued shares) in the company only to persons who
               are full-time or part-time employees of the company or of an
               associated body corporate (including directors) at the time
               that the offer or the invitation is made; and

   (b)  a body corporate is an 'associated body corporate' in relation to a
        foreign company if:

        (i)    the body corporate is related to the company within the meaning
               of section 50 of the Corporations Law; or

        (ii)   the body corporate is entitled to at least 20% of the voting
               shares of the company; or

        (iii)  the company is entitled to at least 20% of the voting shares of
               the body corporate.

Financial institutions exempt from disclosing entity provisions

"1.2.04. (1) For the purposes of section 111AS of the Corporations Law, if a
financial institution that is a disclosing entity complies with the accounting
requirements of section 272 of the Financial Institutions Code, the financial
institution is exempt from the requirements set out in sections 297, 298 and
299 of the Law (as applied by section 323A of the Law).

(2) In this regulation:
'financial institution' means a body, or an entity, within the meaning of Part
3.6 of the Corporations Law, that is a financial institution for the purposes
of a Financial Institutions Code;
'financial institutions code' includes:

   (a)  the Financial Institutions (NSW) Code;

   (b)  the Financial Institutions (Victoria) Code;

   (c)  the Financial Institutions (Queensland) Code;

   (d)  the Financial Institutions (Western Australia) Code;

   (e)  the Financial Institutions (South Australia) Code;

   (f)  the Financial Institutions (Tasmania) Code;

   (g)  the Financial Institutions (ACT) Code;

   (h)  the Financial Institutions (NT) Code.".