Corporations Act 2001

CHAPTER 6C - INFORMATION ABOUT OWNERSHIP OF LISTED COMPANIES, LISTED REGISTERED SCHEMES AND LISTED NOTIFIED FOREIGN PASSPORT FUNDS  

SECTION 671A  

671A   CHAPTER EXTENDS TO SOME LISTED BODIES THAT ARE NOT COMPANIES  
This Chapter applies to the acquisition of relevant interests in the securities of listed bodies that are not companies but are incorporated or formed in Australia in the same way as it applies to the acquisition of relevant interests in the securities of companies.

Note: Section 9 defines company and listed .

PART 6C.2 - TRACING BENEFICIAL OWNERSHIP OF SHARES  

SECTION 672A   DISCLOSURE NOTICES  

672A(1)    
ASIC, a listed company, the responsible entity for a listed registered scheme or the operator of a listed notified foreign passport fund may direct:

(a)    a member of the company, scheme or fund; or

(b)    a person named in a previous disclosure under section 672B as having a relevant interest in, or having given instructions about, voting shares in the company, interests in the scheme or interests in the fund;

to make the disclosure required by section 672B .

672A(2)    
ASIC must exercise its powers under this section if requested to do so by a member of the company, scheme or fund unless it considers that it would be unreasonable to do so in all the circumstances.

SECTION 672B   DISCLOSURE BY MEMBER OF RELEVANT INTERESTS AND INSTRUCTIONS  

672B(1)    

A person given a direction under section 672A must disclose to the person giving the direction:

(a)    full details of their own relevant interest in the shares, interests in the scheme or interests in the fund and of the circumstances that give rise to that interest; and

(b)    the name and address of each other person who has a relevant interest in any of the shares or interests together with full details of:

(i) the nature and extent of the interest; and

(ii) the circumstances that give rise to the other person ' s interest; and

(c)    the name and address of each person who has given the person instructions about:

(i) the acquisition or disposal of the shares or interests; or

(ii) the exercise of any voting or other rights attached to the shares or interests; or

(iii) any other matter relating to the shares or interests;

together with full details of those instructions (including the date or dates on which they were given).

672B(1A)    

However, a matter referred to in paragraph (1)(b) or (c) need only be disclosed to the extent to which it is known to the person required to make the disclosure.

Note: A defendant bears an evidential burden in relation to the matter in subsection (1A), see subsection 13.3(3) of the Criminal Code .

672B(1B)    

An offence based on subsection (1) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code .

672B(2)    
The disclosure must be made within 2 business days after:

(a)    the person is given the direction; or

(b)    if the person applies for an exemption under section 673 from the obligation to make the disclosure and ASIC refuses to grant the exemption - ASIC notifies the person of its decision on the application; or

(c)    if the direction is given by a listed company, the responsible entity of a listed registered scheme or the operator of a listed notified foreign passport fund - the company, responsible entity or operator pays any fee payable under the regulations made for the purposes of section 672D .

672B(3)    
The person does not have to comply with a direction given by the company, responsible entity or operator if the person proves that the giving of the direction is vexatious.

SECTION 672C  

672C   ASIC MAY PASS INFORMATION ON TO PERSON WHO MADE REQUEST  
If ASIC receives information in response to a direction under section 672A about shares in a company, interests in a listed registered scheme or interests in a listed notified foreign passport fund, ASIC:

(a)    

may pass the information on to the company, the responsible entity for the scheme or the operator of the fund; and

(b)    if ASIC gave the direction in response to a request under subsection 672A(2) - must pass the information on to the person who made the request unless ASIC considers it would be unreasonable in all the circumstances to do so.

SECTION 672D   FEE FOR COMPLYING WITH A DIRECTION GIVEN BY A COMPANY, SCHEME OR FUND UNDER THIS PART  

672D(1)    
The regulations may prescribe fees that listed companies, responsible entities of listed registered schemes and operators of listed notified foreign passport funds are to pay to persons for complying with directions given under this Part.

672D(2)    
A person is liable to repay a fee paid to the person for complying with a direction under section 672A if the person does not comply with the direction on time even if the person does so later. The fee may be recovered as a debt due to the company, responsible entity or operator that paid it to the person.

SECTION 672DA   REGISTER OF INFORMATION ABOUT RELEVANT INTERESTS IN LISTED COMPANY, LISTED REGISTERED SCHEME OR LISTED NOTIFIED FOREIGN PASSPORT FUND  

672DA(1)    

A listed company, the responsible entity for a listed registered scheme or the operator of a listed notified foreign passport fund, must keep a register of the following information that it receives under this Part on or after 1 January 2005 (whether the information is received pursuant to a direction the company, the responsible entity or the operator itself gives under section 672A or is received from ASIC under section 672C ):

(a)    details of the nature and extent of a person ' s relevant interest in shares in the company, interests in the scheme or interests in the fund;

(b)    details of the circumstances that give rise to a person ' s relevant interest in shares in the company, interests in the scheme or interests in the fund;

(c)    the name and address of a person who has a relevant interest in shares in the company, interests in the scheme or interests in the fund;

(d)    details of instructions that a person has given about:

(i) the acquisition or disposal of shares in the company, interests in the scheme or interests in the fund; or

(ii) the exercise of any voting or other rights attached to shares in the company, interests in the scheme or interests in the fund; or

(iii) any other matter relating to shares in the company, interests in the scheme or interests in the fund;

(e)    the name and address of a person who has given instructions of the kind referred to in paragraph (d).

The register must be kept in accordance with this section.

672DA(2)    
A register kept under this section by a listed company must be kept at:

(a)    the company ' s registered office; or

(b)    the company ' s principal place of business in this jurisdiction; or

(c)    a place in this jurisdiction (whether or not an office of the company) where the work involved in maintaining the register is done; or

(d)    another place in this jurisdiction approved by ASIC.

672DA(3)    

A register kept under this section by the responsible entity of a listed registered scheme must be kept at:

(a)    the responsible entity ' s registered office; or

(b)    the responsible entity ' s principal place of business in this jurisdiction; or

(c)    a place in this jurisdiction (whether or not an office of the responsible entity) where the work involved in maintaining the register is done; or

(d)    another place in this jurisdiction approved by ASIC.

672DA(3A)    
A register kept under this section by the operator of a listed notified foreign passport fund must be kept at:

(a)    the operator ' s registered office; or

(b)    the operator ' s principal place of business in this jurisdiction; or

(c)    a place in this jurisdiction (whether or not an office of the operator) where the work involved in maintaining the register is done; or

(d)    another place in this jurisdiction approved by ASIC.

672DA(4)    

The company, responsible entity or operator must lodge with ASIC a notice of the address at which the register is kept within 7 days after the register is:

(a)    established at a place that:

(i) is not the registered office of the company, responsible entity or operator; and

(ii) is not at the principal place of business of the company, responsible entity or operator in this jurisdiction; or

(b)    moved from one place to another.

Notice is not required for moving the register between the registered office and the principal place of business in this jurisdiction.

Note: The obligation to notify ASIC under this subsection is a continuing obligation and the company, responsible entity or operator is guilty of an offence for each day, after the 7 day period, until ASIC is notified (see section 4K of the Crimes Act 1914 ).

672DA(5)    

An offence based on subsection (2) , (3) , (3A) or (4) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code .

672DA(6)    
The register must either contain:

(a)    

the name of each holder of shares in the company, interests in the scheme or interests in the fund to whom the information relates; and

(b)    

against the name of each such holder:

(i) the name and address of each other person (if any) who, according to information the company responsible entity or operator has received under this Part on or after 1 January 2005, has a relevant interest in any of the shares or interests (together with details of the relevant interest and of the circumstances because of which the other person has the relevant interest); and

(ii) the name and address of each person who, according to information received by the company responsible entity or operator under this Part on or after 1 January 2005, has given relevant instructions in relation to any of the shares or interests (together with details of those relevant instructions); and

(c)    in relation to each item of information entered in the register, the date on which the item was entered in the register;

or be in such other form as ASIC approves in writing.

672DA(7)    

The register must be open for inspection:

(a)    by any member of the company, scheme or fund - without charge; and

(b)    by any other person:

(i) if the company, responsible entity or operator requires the payment of a fee for the inspection - on payment of the fee; or

(ii) if the company, responsible entity or operator does not require the payment of a fee for the inspection - without charge.

The amount of the fee required by the company, responsible entity or operator under subparagraph (b)(i) must not exceed the amount prescribed by the regulations for the purposes of this subsection.

672DA(8)    

A person may request the company, responsible entity or operator to give to the person a copy of the register (or any part of the register) and, if such a request is made, the company, responsible entity or operator must give the person the copy:

(a)    if the company, responsible entity or operator requires payment of a fee for the copy:

(i) before the end of 21 days after the day on which the payment of the fee is received by the company, responsible entity or operator; or

(ii) within such longer period as ASIC approves in writing; or

(b)    if the company, responsible entity or operator does not require payment of a fee for the copy:

(i) before the end of 21 days after the day on which the request is made; or

(ii) within such longer period as ASIC approves in writing.

The amount of the fee required by the company, responsible entity or operator under paragraph (a) must not exceed the amount prescribed by the regulations for the purposes of this subsection.

Note: The obligation to give the copy under this subsection is a continuing obligation and the company, responsible entity or operator is guilty of an offence for each day, after the period referred to in paragraph (a) or (b), until the copy is given (see section 4K of the Crimes Act 1914 ).

672DA(9)    

The information that subsection (6) requires to be entered in the register must be entered in the register by the company, responsible entity or operator before the end of 2 business days after the day on which the company, responsible entity or operator receives the information.

Note: The obligation to enter the details in the register under this subsection is a continuing obligation and the company, responsible entity or operator is guilty of an offence for each day, after the 2 business day period, until the details are entered in the register (see section 4K of the Crimes Act 1914 ).

SECTION 672E  

672E   NO NOTICE OF RIGHTS  
A company, responsible entity or operator is not, because of anything done under this Part:

(a)    taken for any purpose to have notice of; or

(b)    put on inquiry as to;

a person ' s right in relation to a share in the company, an interest in the listed registered scheme or an interest in the listed notified foreign passport fund.

SECTION 672F   CIVIL LIABILITY  

672F(1)    
A person who contravenes section 672B is liable to compensate a person for any loss or damage the person suffers because of the contravention.

672F(2)    
It is a defence in proceedings brought under this section if the person who contravenes section 672B proves that they contravened that section:

(a)    because of inadvertence or mistake; or

(b)    because they were not aware of a relevant fact or occurrence.

In determining whether the defence is available, disregard the person ' s ignorance of, or a mistake on the person ' s part concerning, a matter of law.

672F(3)    
If 2 or more persons each contravene section 672B because of the same act or omission, their liability under this section for the contravention is joint and individual.