Federal Register of Legislation - Australian Government

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ASIC Class Order [CO 06/267]

Authoritative Version
  • - F2006L01613
  • No longer in force
CO 06/267 Orders/ASIC Class Orders as made
This Class Order extends relief from on-sale requirements in relation to scrip bids and schemes of arrangement involving offers of securities.
Administered by: Treasury
Registered 25 May 2006
Tabling HistoryDate
Tabled HR31-May-2006
Tabled Senate13-Jun-2006
Date of repeal 09 Aug 2013
Repealed by Treasury (Spent and Redundant Instruments) Repeal Regulation 2013

Australian Securities and Investments Commission
Corporations Act 2001 — Subsections 741(1) and 1020F(1) — Variation

 

Enabling legislation

 

1.      The Australian Securities and Investments Commission makes this instrument under subsections 741(1) and 1020F(1) of the Corporations Act 2001.

 

Title

 

2.      This instrument is ASIC Class Order [CO 06/267].

 

Commencement

 

3.      This instrument commences on the date it is registered under the Legislative Instruments Act 2003.

 

Note:       An instrument is registered when it is recorded on the Federal Register of Legislative Instruments (FRLI) in electronic form: see Legislative Instruments Act 2003, s 4 (definition of register).  The FRLI may be accessed at http://www.frli.gov.au/.

 

Variation

 

4.         ASIC Class Order [CO 04/653] is varied by:

 

(a)     in paragraph 2 omitting “subsection 619(3)” and substituting “takeover consideration”; and

 

(b)     in paragraph 3 omitting “subsection 619(3)” and substituting “takeover consideration”; and

 

(c)     omitting paragraph 4 and substituting:

 

“4.     In this instrument:

 

excluded person means a person who is not offered securities under a Part 5.1 scheme involving an issue of securities in exchange for other securities because:

 

(a)          the person is a foreign holder of the last mentioned securities; or

 

(b)         the person would otherwise receive an unmarketable parcel of the first mentioned securities under the terms of the scheme.

 

explanatory statement has the meaning given by section 412 of the Act.

     

market value of securities means the highest closing price for the securities published during the bid period by any prescribed financial market on which the securities are quoted.

 

non-participant means:

 

(a)     in relation to a takeover bid—a holder of the target’s securities who has accepted an offer made under a takeover bid and has elected not to acquire securities as consideration for their acceptance; and

 

(b)     in relation to a Part 5.1 scheme:

 

(i)      a person who has been offered securities under the Part 5.1 scheme and has elected not to acquire the securities; or

 

(ii)     an excluded person.

 

offer for sale includes an invitation to purchase.

 

Part 5.1 scheme means a compromise or arrangement conducted under Part 5.1 of the Act approved at a meeting held as a result of an order under subsection 411(1) or (1A) of the Act.

 

security sale facility means:

 

(a)     a facility established in connection with a takeover bid to which both of the following apply:

 

(i)      under the terms of the bid:

 

(A)    the consideration includes an offer of securities; and

 

(B)    the bidder appoints a nominee and transfers the securities that are not acquired by non-participants, or the right to acquire those securities, to the nominee; and

 

(C)    the nominee sells the securities, or the right to acquire the securities, and distributes to the non-participants their proportion of the proceeds of the sale net of expenses;

 

(ii)     the terms and conditions of the facility are disclosed in the bidder’s statement; and

 

(b)     a facility established in connection with a Part 5.1 scheme to which both of the following apply:

 

(i)      under the terms of the scheme:

 

(A)    securities are to be issued in exchange for other securities; and

 

(B)    the securities, or the right to acquire the securities, that are not acquired by non-participants are sold and their proportion of the proceeds of the sale net of expenses is distributed to them;

 

(ii)     the terms and conditions of the facility are disclosed in the explanatory statement for the scheme.

 

takeover consideration securities means securities (as defined in subsection 92(3) of the Act) that are:

 

(a)     transferred to a nominee under the terms of an off-market bid which are of the kind described in subsection 619(3) of the Act; or

 

(b)     offered for sale through a security sale facility; or

 

(c)     offered for sale through an unmarketable parcel sale facility; or

 

(d)     issued under a right to acquire securities that has been transferred or offered in accordance with paragraph (a), (b) or (c).

 

unmarketable parcel means a parcel of securities which is not a marketable parcel within the meaning of the operating rules of any prescribed financial market on which those securities are quoted, calculated using the market value of those securities.

 

unmarketable parcel sale facility means a facility through which securities, or the right to acquire securities, that are sold in accordance with the requirements of subsection 619(4) (as notionally inserted into the Act by ASIC Class Order [CO 00/343]) as in force on the date of the commencement of this definition and as amended from time to time by a disallowable legislative instrument within the meaning of the Legislative Instruments Act 2003.”.

 

 

Dated this 23rd day of May 2006

 

 

 

 

Signed by Stephen Yen PSM
as a delegate of the Australian Securities and Investments Commission