Foreign Acquisitions and Takeovers Act 1975

PART 2 - ACTIONS TO WHICH THIS ACT APPLIES  

Division 4B - Meaning of reviewable national security action  

Subdivision B - Meaning of reviewable national security action  

SECTION 55D   MEANING OF REVIEWABLE NATIONAL SECURITY ACTION - ENTITIES  

Meanings

55D(1)    
An action is a reviewable national security action if:

(a)    the action is taken, or proposed to be taken, by a person and the action is to acquire an interest of any percentage in an entity; and

(b)    as a result of the action or proposed action:

(i) a foreign person acquires, or will acquire, a direct interest in the entity and that acquisition, or proposed acquisition, is not a significant action, notifiable action or notifiable national security action; or

(ii) a foreign person will be in a position, or more of a position, to influence or participate in the central management and control of the entity; or

(iii) a foreign person will be in a position, or more of a position, to influence, participate in or determine the policy of the entity; and

(c)    the action is or was not otherwise a significant action, a notifiable action or a notifiable national security action.

Note: For the definition of entity , see subsection (3).

55D(2)    
An action is also a reviewable national security action if:

(a)    the action is taken, or proposed to be taken, by a person and the action is:

(i) to issue securities in an entity; or

(ii) to enter an agreement relating to the affairs of an entity and under which one or more senior officers of the entity will be under an obligation to act in accordance with the directions, instructions or wishes of a foreign person who holds a direct interest in the entity; or

(iii) to alter a constituent document of an entity as a result of which one or more senior officers of the entity will be under an obligation to act in accordance with the directions, instructions or wishes of a foreign person who holds a direct interest in the entity; and

(b)    in the case to which subparagraph (a)(i) applies - as a result of the action or proposed action:

(i) a foreign person acquires, or will acquire, a direct interest in the entity and that acquisition, or proposed acquisition, is not a significant action, notifiable action or notifiable national security action; or

(ii) a foreign person will be in a position, or more of a position, to influence or participate in the central management and control of the entity; or

(iii) a foreign person will be in a position, or more of a position, to influence, participate in or determine the policy of the entity; and

(c)    the action is or was not otherwise a significant action, a notifiable action or a notifiable national security action.

Note: For the definition of entity , see subsection (4).

Definitions of entity

55D(3)    
For the purposes of subsection (1), the entity must be:

(a)    for an acquisition of interests in shares:

(i) a corporation that carries on an Australian business, whether alone or together with one or more other persons; or

(ii) the holding entity of such a corporation; or

(b)    for any other action relating to a corporation:

(i) an Australian corporation that carries on an Australian business, whether alone or together with one or more other persons; or

(ii) the holding entity (other than a foreign corporation) of such a corporation; or

(c)    for an action relating to a unit trust:

(i) an Australian unit trust; or

(ii) a holding entity of an Australian unit trust.

55D(4)    
For the purposes of subsection (2), the entity must be:

(a)    for an acquisition of interests in shares or an issue of shares:

(i) a corporation that is a relevant entity that carries on an Australian business, whether alone or together with one or more other persons; or

(ii) the holding entity of such a corporation; or

(b)    for any other action relating to a corporation:

(i) an Australian corporation that carries on an Australian business, whether alone or together with one or more other persons; or

(ii) the holding entity (other than a foreign corporation) of such a corporation; or

(c)    for an action relating to a unit trust:

(i) an Australian unit trust; or

(ii) a holding entity of an Australian unit trust.