THE CORPORATIONS LAW

CCH Note: Part 13 of the Corporations Act 1989, inserted by sec 6 of No 110 of 1990, Sch 1 (effective 1 January 1991), begins as follows:

PART 13 - THE CORPORATIONS LAW
THE CORPORATIONS LAW 82
The Corporations Law is as follows:...

CHAPTER 7 - SECURITIES

PART 7.1A - THE AUSTRALIAN STOCK EXCHANGE LIMITED

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Division 1 - Change of company type

SECTION 766D EFFECT OF CHANGE OF TYPE

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766D(1) [What change does not do]

The change of type does not:

(a) create a new legal entity; or

(b) affect the Exchange's existing property, rights or obligations (except as provided by subsection (2)); or

(c) render defective any legal proceedings.

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766D(2) [What change does]

On the change of type, the following things happen:

(a) the liability of each member and past member as a guarantor on the winding up of the Exchange is extinguished;

(b) the members cease to be members of the Exchange;

(c) shares are taken to be issued equally among all persons who satisfy the criteria set out in Articles 83 and 84 of the Exchange that were added by the 18 October 1996 special resolutions dealing with the change of type, and each of those persons becomes a member of the Exchange and is taken to have consented to be a member of the Exchange;

Note:

The Exchange must maintain a register of members that complies with subsection 169(3).

(d) the proposed amendments of the constitution, business rules and listing rules of the Exchange take effect.

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766D(3) [Court cannot reverse share issue]

If shares are issued according to this section, a court is not to make an order reversing the issue of the shares.

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766D(4) [Further changes not precluded]

This Division does not, by implication:

(a) prevent the Exchange from changing its constitution, business rules or listing rules in accordance with this Law; or

(b) prevent the Exchange from later changing its type in accordance with this Law; or

(c) prevent the Exchange from being registered as a company under the Corporations Law of another jurisdiction, and ceasing to be incorporated under the Corporations Law of this jurisdiction, as provided by sections 147 and 147A.

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