Corporations Act 2001

CHAPTER 6 - TAKEOVERS  

Note: This Chapter only applies to acquisitions of interests in a CCIV if the CCIV is a listed company: see Division 1 of Part 8B.7 .

PART 6.1 - PROHIBITED ACQUISITIONS OF RELEVANT INTERESTS IN VOTING SHARES  

SECTION 610   VOTING POWER IN A BODY OR MANAGED INVESTMENT SCHEME  

Person ' s voting power in a body or managed investment scheme

610(1)    
A person ' s voting power in a designated body is:

Person ' s and associates ' votes Total votes in designated body

×

100

where:

person ' s and associates ' votes
is the total number of votes attached to all the voting shares in the designated body (if any) that the person or an associate has a relevant interest in.

total votes in designated body
is the total number of votes attached to all voting shares in the designated body.

Note: Even if a person ' s relevant interest in voting shares is based on control over disposal of the shares (rather than control over voting rights attached to the shares), their voting power in the designated body is calculated on the basis of the number of votes attached to those shares.

Counting votes

610(2)    
For the purposes of this section, the number of votes attached to a voting share in a designated body is the maximum number of votes that can be cast in respect of the share on a poll:

(a)    if the election of directors is determined by the casting of votes attached to voting shares - on the election of a director of the designated body; or

(b)    if the election of directors is not determined by the casting of votes attached to voting shares - on the adoption of a constitution for the designated body or the amendment of the body corporate ' s constitution.

Note: The Takeovers Panel may decide that the setting or varying of voting rights in a way that affects control of a designated body is unacceptable circumstances under section 657A.

610(3)    
If:

(a)    a transaction in relation to, or an acquisition of an interest in, securities occurs; and

(b)    before the transaction or acquisition, a person did not have a relevant interest in particular voting shares but an associate of the person did have a relevant interest in those shares; and

(c)    because of the transaction or acquisition, the person acquires a relevant interest in those shares;

then, for the purposes of applying section 606 to the transaction or acquisition, the person ' s voting power is taken to have increased because of the transaction or acquisition from what it would have been before the transaction or acquisition if the votes attached to those shares were disregarded to what it was after the transaction or acquisition (taking the votes attached to those shares into account).

610(3A)    

However, subsection (3) does not apply in relation to a subsidiary acquiring an interest in securities from its holding company with the result that the subsidiary acquires a relevant interest in particular voting shares unless:

(a)    the acquisition results in an increase of another person ' s voting power in a designated body; and

(b)    that other person is not a subsidiary of the ultimate holding company.

610(4)    
Disregard the operation of section 613 in working out a person ' s voting power in a designated body.

When a designated body is a managed investment scheme

610(5)    

For the purposes of the application of this section in relation to a designated body that is a managed investment scheme:

(a)    a reference to voting shares in the designated body is taken to be a reference to voting interests in the scheme; and

(b)    a reference to the election of directors of the designated body is taken to be a reference to:

(i) if the scheme is a registered scheme - the appointment of a responsible entity for the scheme; or

(ii) if the scheme is not a registered scheme - the appointment of a person to the office (by whatever name it is known) in relation to the scheme that corresponds most closely to the office of responsible entity of a registered scheme; and

(c)    a reference to the designated body ' s constitution is taken to be a reference to the scheme ' s constitution.

Meaning of designated body

610(6)    

In this section:

designated body
means:

(a) a body; or

(b) a managed investment scheme.