Foreign Acquisitions and Takeovers Act 1975
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Hide history noteMeaning of subsidiary
21(1)
An entity (the lower entity ) is a subsidiary of another entity (the higher entity ) if:
(a) the higher entity:
(i) is in a position to control more than half the voting power in the lower entity; or
(ii) holds more than half the issued securities in the lower entity (disregarding any securities that carry no right to participate beyond a specified amount in a distribution of either profits or capital); or
(b) the lower entity is a subsidiary of an entity that is the higher entity ' s subsidiary (including because of one or more applications of this subsection).
Note: The lower entity need not be the immediate subsidiary of the higher entity under paragraph (1)(a) (see section 23 which provides that a person may control the voting power in an entity directly or indirectly, and section 19 which provides that a person is taken to hold interests in securities that are traced through a chain of corporations, trusts or unincorporated limited partnerships).
21(2)
In determining whether a lower entity is a subsidiary of a higher entity, disregard any securities held or power exercisable by:
(a) the higher entity in a fiduciary capacity; or
(b) any person as a result of a debenture of the lower entity; or
(c) any person as a result of a trust deed for securing the issue of a debenture of the lower entity.
21(3)
In determining whether a lower entity is a subsidiary of a higher entity, any securities held or power exercisable:
(a) by any person as a nominee for the higher entity; or
(b) by, or by a nominee for, a subsidiary of the higher entity;
are taken to be held or exercisable by the higher entity.
Meaning of holding entity
21(4)
An entity (the higher entity ) is a holding entity of another entity (the lower entity ) if the lower entity is a subsidiary of the higher entity.
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