THE CORPORATIONS LAW

CHAPTER 2J - TRANSACTIONS AFFECTING SHARE CAPITAL

PART 2J.3 - FINANCIAL ASSISTANCE

SECTION 260B   SHAREHOLDER APPROVAL  

260B(1)  Approval by company's own shareholders.  

Shareholder approval for financial assistance by a company must be given by:

(a)  a special resolution passed at a general meeting of the company, with no votes being cast in favour of the resolution by the person acquiring the shares (or units of shares) or by their associates; or

(b)  a resolution agreed to, at a general meeting, by all ordinary shareholders.

260B(2)  Approval by shareholders of listed holding corporation.  

If the company will be a subsidiary of a listed domestic corporation immediately after the acquisition referred to in section 260A occurs, the financial assistance must also be approved by a special resolution passed at a general meeting of that corporation.

260B(3)  Approval by shareholders in ultimate Australian holding company.  

If, immediately after the acquisition, the company will have a holding company that:

(a)  is a domestic corporation but not listed; and

(b)  is not itself a subsidiary of a domestic corporation;

the financial assistance must also be approved by a special resolution passed at a general meeting of the body corporate that will be the holding company.

260B(4)  Information to accompany the notice of meeting.  

A company or other body that calls a meeting for the purpose of subsection (1), (2) or (3) must include with the notice of the meeting a statement setting out all the information known to the company or body that is material to the decision on how to vote on the resolution. However, the company or body does not have to disclose information if it would be unreasonable to require the company or body to do so because the company or body had previously disclosed the information to its members.

260B(5)  Documents to be lodged with ASIC before notice of meeting is sent out.  

Before the notice of a meeting for the purpose of subsection (1), (2) or (3) is sent to members of a company or other body, the company or body must lodge with ASIC a copy of:

(a)  the notice of the meeting; and

(b)  any document relating to the financial assistance that will accompany the notice of the meeting sent to the members.

260B(6)  [Timing of lodgment]  

The company must lodge with ASIC, at least 14 days before giving the financial assistance, a notice in the prescribed form stating that the assistance has been approved under this section.

260B(7)  Lodgment of special resolutions.  

A special resolution passed for the purpose of subsection (1), (2) or (3) must be lodged with ASIC by the company, listed domestic corporation or holding company within 14 days after it is passed.