Corporations Act 2001
CCH note - modifying legislative instruments: The application of Ch 6 is affected by the following legislative instruments that commenced or were amended on or after 1 January 2022: the ASIC Corporations (Takeover Bids) Instrument 2023/683; the ASIC Corporations (Warrants: Relevant Interests and Associations) Instrument 2023/687; the ASIC Corporations (Replacement Bidder ' s and Target ' s Statements) Instrument 2023/688; and the ASIC Corporations (Relief to Facilitate Admission of Exchange Traded Funds) Instrument 2024/147.
For other legislative instruments or class orders before 1 January 2022 that affect the application of Ch 6, please consult the legislative instruments or class orders directly. These are reproduced in the regulatory-resources section of the company-law practice area in CCH iKnowConnect.
Note: This Chapter only applies to acquisitions of interests in a CCIV if the CCIV is a listed company: see Division 1 of Part 8B.7 .
Person ' s voting power in a body or managed investment scheme
610(1)
A person ' s voting power in a designated body is:
Person
'
s and associates
'
votes
Total votes in designated body |
× | 100 |
where:
person
'
s and associates
'
votes
is the total number of votes attached to all the voting shares in the designated body (if any) that the person or an associate has a relevant interest in.
total votes in designated body
is the total number of votes attached to all voting shares in the designated body.
Note: Even if a person ' s relevant interest in voting shares is based on control over disposal of the shares (rather than control over voting rights attached to the shares), their voting power in the designated body is calculated on the basis of the number of votes attached to those shares.
Counting votes
610(2)
For the purposes of this section, the number of votes attached to a voting share in a designated body is the maximum number of votes that can be cast in respect of the share on a poll: (a) if the election of directors is determined by the casting of votes attached to voting shares - on the election of a director of the designated body; or (b) if the election of directors is not determined by the casting of votes attached to voting shares - on the adoption of a constitution for the designated body or the amendment of the body corporate ' s constitution.
Note: The Takeovers Panel may decide that the setting or varying of voting rights in a way that affects control of a designated body is unacceptable circumstances under section 657A.
610(3)
If: (a) a transaction in relation to, or an acquisition of an interest in, securities occurs; and (b) before the transaction or acquisition, a person did not have a relevant interest in particular voting shares but an associate of the person did have a relevant interest in those shares; and (c) because of the transaction or acquisition, the person acquires a relevant interest in those shares;
then, for the purposes of applying section 606 to the transaction or acquisition, the person ' s voting power is taken to have increased because of the transaction or acquisition from what it would have been before the transaction or acquisition if the votes attached to those shares were disregarded to what it was after the transaction or acquisition (taking the votes attached to those shares into account).
610(3A)
However, subsection (3) does not apply in relation to a subsidiary acquiring an interest in securities from its holding company with the result that the subsidiary acquires a relevant interest in particular voting shares unless: (a) the acquisition results in an increase of another person ' s voting power in a designated body; and (b) that other person is not a subsidiary of the ultimate holding company.
610(4)
Disregard the operation of section 613 in working out a person ' s voting power in a designated body.
When a designated body is a managed investment scheme
610(5)
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 voting shares in the designated body is taken to be a reference to voting interests in the scheme; and (b) a reference to the election of directors of the designated body is taken to be a reference to:
(i) if the scheme is a registered scheme - the appointment of a responsible entity for the scheme; or
(c) a reference to the designated body ' s constitution is taken to be a reference to the scheme ' s constitution.
(ii) if the scheme is not a registered scheme - the appointment of a person 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
Meaning of designated body
610(6)
In this section:
(a) a body; or
(b) a managed investment scheme.
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