Corporations Regulations 2001

CHAPTER 7 - FINANCIAL SERVICES AND MARKETS  

PART 7.7A - BEST INTERESTS OBLIGATIONS AND REMUNERATION  

Note: Regulations 7.7A.01 to 7.7A.04 are reserved for future use.

Division 4 - Conflicted remuneration  

Subdivision 2 - Monetary benefits that are not conflicted remuneration  

REGULATION 7.7A.12B   STAMPING FEES  

7.7A.12B(1)    
A monetary benefit is not conflicted remuneration if:

(a) it is a stamping fee given to facilitate an approved capital raising; and

(b) in a case where the benefit is given on or after 1 July 2020 - the approved capital raising does not relate to an approved financial product that consists of:

(i) interests, or proposed interests, in a company (other than an infrastructure entity) that is listed, or proposed to be listed, and whose main purpose is investing in passive investments; or

(ii) interests, or proposed interests, in a managed investment scheme (other than a real estate investment trust or an infrastructure entity) that is listed or proposed to be listed.

7.7A.12B(2)    

In this regulation:

approved capital raising
means:

(a) an offer to issue an approved financial product; or

(b) an offer to sell an approved financial product;

where the purpose of the offer is to raise funds for the person issuing or selling the approved financial product.

approved financial product
means:

(a) debentures, stocks or bonds that are, or are proposed to be, issued by a government; or

(b) shares in, or debentures of, a body that are, or are proposed to be, quoted on a prescribed financial market; or

(c) interests in a managed investment scheme that are, or are proposed to be, quoted on a prescribed financial market; or

(d) a right to acquire, by way of issue, shares, debentures or interests mentioned in paragraph (b) or (c).

infrastructure assets
means any of the following:

(a) airports;

(b) electricity generation, transmission or distribution facilities;

(c) gas transmission or distribution facilities;

(d) hospitals;

(e) ports;

(f) prisons;

(g) railways;

(h) roads;

(i) sewerage facilities;

(j) telecommunication facilities;

(k) water supply facilities.

infrastructure entity
means a company or managed investment scheme whose main purpose is to operate or invest in infrastructure assets.

interest
, in a company or managed investment scheme, does not include a stapled real estate or infrastructure interest in the company or managed investment scheme.

passive investments
, in relation to a company, means any of the following:

(a) shares, units, options, rights or similar interests;

(b) financial instruments (such as loans, debts, debentures, bonds, promissory notes, futures contracts, forward contracts, currency swap contracts and a right or option in respect of a share, security, loan or contract);

(c) an asset whose main use by the company in the course of carrying on its business is to derive interest, an annuity, rent, royalties or foreign exchange gains unless:

(i) the asset is an intangible asset and has been substantially developed, altered or improved by the company so that its market value has been substantially enhanced; or

(ii) its main use for deriving rent was only temporary;

(d) goodwill.

real estate investment trust
means a managed investment scheme whose main purpose is to invest in real property.

stamping fee
means a fee, or a part of a fee:

(a) that a person, including an issuer of a financial product, or a person acting on behalf of the issuer, pays either directly or indirectly to a provider in connection with:

(i) an offer by the issuer to issue the financial product; or

(ii) an invitation by the issuer for an application to issue the financial product; or

(b) that a person, including a holder of a financial product, or person acting on behalf of the holder, pays either directly or indirectly to a provider in connection with:

(i) an offer by the holder to sell the financial product; or

(ii) an invitation by the holder for an application to sell the financial product.

stapled real estate or infrastructure interest
: an interest is a stapled real estate or infrastructure interest if:

(a) the interest is an interest in a company or managed investment scheme; and

(b) the interest can only be transferred together with one or more other interests in one or more companies, managed investment schemes or other entities; and

(c) the companies, managed investment schemes or other entities mentioned in paragraphs (a) and (b) are engaging in activities together for the main purpose of:

(i) investing in real property; or

(ii) operating or investing in infrastructure assets.