Corporations Act 2001

CHAPTER 1 - INTRODUCTORY  

PART 1.2 - INTERPRETATION  

Division 2 - Meaning of associate  

SECTION 12   REFERENCES IN CHAPTERS 6 TO 6C, AND OTHER REFERENCES RELATING TO VOTING POWER AND TAKEOVERS ETC.  

Modifying legislative instruments

12(1)    

Subject to subsection 16(1) , but despite anything else in this Part, this section applies for the purposes of interpreting a reference to an associate (the associate reference ), in relation to a designated body, if:

(a)    the reference occurs in a provision of Chapter 6 , 6A , 6B or 6C ; or

(b)    the reference occurs in a provision outside those Chapters that relates to any of the following matters:

(i) the extent, or restriction, of a power to exercise, or to control the exercise of, the votes attached to voting shares in the designated body;

(ii) the primary person ' s voting power in the designated body;

(iii) relevant interests in securities in the designated body;

(iv) a substantial holding in the designated body;

(v) a takeover bid for securities in the designated body;

(vi) the compulsory acquisition, or compulsory buy-out, of securities in the designated body.

12(2)    

For the purposes of the application of the associate reference in relation to the designated body, a person (the second person ) is an associate of the primary person if, and only if, one or more of the following paragraphs applies:

(a)    the primary person is a body corporate and the second person is:

(i) a body corporate the primary person controls; or

(ii) a body corporate that controls the primary person; or

(iii) a body corporate that is controlled by an entity that controls the primary person;

(b)    

subject to subsection (2A) , the second person is a person with whom the primary person has, or proposes to enter into, a relevant agreement for the purpose of controlling or influencing the composition of the designated body ' s board or the conduct of the designated body ' s affairs;

(c)    

subject to subsection (2A) , the second person is a person with whom the primary person is acting, or proposing to act, in concert in relation to the designated body ' s affairs.

12(2A)    

For the purposes of paragraphs (2)(b) and (c) , the second person is not an associate of the primary person in relation to a designated body merely because:

(a)    they have entered or propose to enter into a relevant agreement; and

(b)    one of them has or will have a right under the relevant agreement (whether the right is enforceable presently or in the future and whether or not on the fulfilment of a condition) to dispose of securities in the designated body or control the exercise of a power to dispose of the securities.

12(3)    

For the purposes of the application of this section in relation to a designated body that is a managed investment scheme:

(a)    a reference to controlling or influencing the composition of the designated body ' s board is taken to be a reference to controlling or influencing:

(i) if the scheme is a registered scheme - whether a particular company becomes or remains the scheme ' s responsible entity; or

(ii) if the scheme is not a registered scheme - whether a particular person is appointed, or remains appointed, to the office (by whatever name it is known) in relation to the scheme that corresponds most closely to the office of responsible entity of a registered scheme; and

(b)    a reference to voting shares in the designated body is taken to be a reference to voting interests in the managed investment scheme.

12(4)    
In relation to a matter relating to securities in a designated body, a person may be an associate of the body and the body may be an associate of the person.

12(5)    
In this section:

designated body
means:

(a) a body; or

(b) a managed investment scheme.