Corporations Act 2001

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

PART 6C.1 - SUBSTANTIAL HOLDING INFORMATION  

SECTION 671B   INFORMATION ABOUT SUBSTANTIAL HOLDINGS MUST BE GIVEN TO COMPANY, RESPONSIBLE ENTITY, FUND OPERATOR AND RELEVANT MARKET OPERATOR  
Requirement to give information

671B(1)    

A person must give the information referred to in subsection (3) to a listed company, or the responsible entity for a listed registered scheme, or the operator of a listed notified foreign passport fund in accordance with this section, if:

(a)    the person begins to have, or ceases to have, a substantial holding in the company, scheme or fund; or

(b)    the person has a substantial holding in the company, scheme or fund and there is a movement of at least 1% in their holding; or

(c)    the person makes a takeover bid for securities of the company or scheme.

The person must also give the information to each relevant market operator.

Note 1: Section 9 defines substantial holding and associate .

Note 2: The information must be given even if the situation changes by the time the information is to be given.

Note 3: Paragraph (c) does not apply in relation to a notified foreign passport fund.

671B(1A)    
(Repealed by No 17 of 2019, s 3, Sch 1 [ 35] (effective 13 March 2019).)

671B(2)    

For the purposes of this section, there is a movement of at least 1% in a person ' s holding if the percentage worked out using the following formula increases or decreases by 1 or more percentage points from the percentage they last disclosed under this Part in relation to the company, scheme or fund:

Person ' s and associates ' votes	×	100
Total votes in company, scheme or fund

where:

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

total votes in company, scheme or fund
is the total number of votes attached to all voting shares in the company, interests in the scheme or interests in the fund.

Note: Subsection (7) expands the normal concept of relevant interest to take account of market traded options and conditional agreements.

Information that must be given

671B(3)    
The information to be given is:

(a)    the person ' s name and address; and

(b)    

details of their relevant interest in:

(i) voting shares in the company; or

(ii) interests in the scheme; or

(iii) interests in the fund; and

(c)    

details of any relevant agreement through which they would have a relevant interest in:

(i) voting shares in the company; or

(ii) interests in the scheme; or

(iii) interests in the fund; and

(d)    

the name of each associate who has a relevant interest in voting shares in the company, interests in the scheme or interests in the fund, together with details of:

(i) the nature of their association with the associate; and

(ii) the relevant interest of the associate; and

(iii) any relevant agreement through which the associate has the relevant interest; and

(e)    if the information is being given because of a movement in their holding - the size and date of that movement; and

(f)    if the information is being given because a person has ceased to be an associate - the name of the person; and

(g)    any other particulars that are prescribed.

Note: Subsection (7) expands the normal concept of relevant interest to take account of market traded options and conditional agreements.

Information to be in prescribed form and accompanied by certain documents

671B(4)    
The information must be given in the prescribed form and must be accompanied by:

(a)    a copy of any document setting out the terms of any relevant agreement that:

(i) contributed to the situation giving rise to the person needing to provide the information; and

(ii) is in writing and readily available to the person; and

(b)    a statement by the person giving full and accurate details of any contract, scheme or arrangement that:

(i) contributed to the situation giving rise to the person needing to provide the information; and

(ii) is not both in writing and readily available to the person.

If the person is required to give a copy of a contract, scheme or arrangement, the copy must be endorsed with a statement that the copy is a true copy.

671B(5)    

The information does not need to be accompanied by the documents referred to in subsection (4) if the transaction that gives rise to the person needing to provide the information takes place on a declared financial market.

Deadline for giving information

671B(6)    
The person must give the information:

(a)    within 2 business days after they become aware of the information; or

(b)    

by 9.30 am on the next trading day of the relevant financial market after they become aware of the information if:

(i) a takeover bid is made for voting shares in the company or voting interests in the scheme; and

(ii) the person becomes aware of the information during the bid period.

Relevant interests not excluded

671B(7)    

For the purposes of this section, a person has a relevant interest in securities if the person would have a relevant interest in the securities but for the enactment of the following:

(a)    subsection 609(6) (market traded options and derivatives);

(b)    subsection 609(7) (conditional agreements);

(c)    subsection 609(9B) (securities escrowed under listing rules);

(d)    section 609B (securities subject to escrow agreement in connection with initial public offer etc.).

Fault-based offence

671B(8)    

A person commits an offence if the person contravenes subsection (1) .

Strict liability offence

671B(9)    

A person commits an offence of strict liability if the person contravenes subsection (1) .