Pooled Development Funds Act 1992

PART 4 - REGULATION OF PDFs  

Division 2 - Other provisions regulating the capital structure and activities of PDFs  

SECTION 31   LIMIT ON SHAREHOLDING IN A PDF  

31(1)   [ Shareholding limited to 30%]  

Unless the Board otherwise approves, a person (not being an ADI, a life office or a widely-held complying superannuation fund), together with associates (not being ADIs, life offices or widely-held complying superannuation funds) of the person, must not hold more than 30% of the issued shares in a PDF.

31(2)   [ " associate " ]  

In this section:

"associate"
, in relation to a person, means:

(a) a parent or remoter lineal ancestor, a child or remoter issue, or a brother or sister, of the person; or

(b) the spouse or a de facto partner of the person; or

(c) if the person is a company:

(i) an officer of the company; or

(ii) an officer of a company that is related to the first-mentioned company; or

(iii) a person who holds a substantial ownership interest in the company; or

(d) an officer of a company of which the person is an officer; or

(e) a person who is, because of this subsection, an associate of any other person who is an associate of the person (including a person who is an associate of the person by another application or other applications of this paragraph).

child
: without limiting who is a child of a person for the purposes of this section, someone is the child of a person if he or she is a child of the person within the meaning of the Family Law Act 1975 .

de facto partner
has the meaning given by the Acts Interpretation Act 1901 .

parent
: without limiting who is a parent of a person for the purposes of this Act, someone is the parent of a person if the person is his or her child because of the definition of child in this section.

31(2A)   [ PDF connection disregarded]  

However, in determining whether a person is an associate of another person, disregard any connection those persons have with or through a PDF.

Example:

This means that, despite paragraph (1)(d), the fact that 2 persons are both officers of the same PDF does not make the officers associates of one another (although they would still be associates if they were both officers of the same non-PDF company).

31(2AA)    
For the purposes of paragraph (a) of the definition of associate in subsection (2), if one person is the child of another person because of adoption or because of the definition of child in this section, relationships traced to or through the person are to be determined on the basis that the person is the child of the other person.

31(2B)   [ Mergers]  

This section does not prevent a PDF from merging with another PDF as mentioned in section 32A.

31(3)   [ Related companies]  

For the purposes of subparagraph (c)(ii) of the definition of associate in subsection (2), the question whether companies are related to each other is to be determined in the same manner as the question whether bodies corporate (within the meaning of the Corporations Act 2001 ) are related to each other is determined under the Corporations Act 2001 .

31(4)   [ Substantial ownership interest]  

For the purposes of subparagraph (c)(iii) of the definition of associate in subsection (2), a person holds a substantial ownership interest in a company if the total of all amounts paid on the shares in the company in which the person holds interests equals or exceeds 15% of the total of all amounts paid on all shares in the company.

31(5)   [ Person holds interest in a share]  

For the purposes of subsection (4):

(a) a person holds an interest in a share if the person has any legal or equitable interest in the share; and

(b) without limiting the generality of paragraph (a), a person holds an interest in a share if the person, although not the registered holder of the share, is entitled to exercise, or control the exercise of, a right attached to the share, otherwise than because the person has been appointed as a proxy or representative to vote at a meeting of members of a company or of a class of its members.