Federal Register of Legislation - Australian Government

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ASIC Class Order [CO 00/0185]

Authoritative Version
CO 00/0185 Orders/ASIC Class Orders as amended, taking into account amendments up to ASIC Class Order [CO 05/770]
This Class Order provides a foreign corporation listed on an approved foreign corporation listed on an approved foreign exchange offering its securities in connection with a foreign takeover scheme or foreign scheme of arrangement with conditional relief from various provisions of Chapter 6D of the Corporations Act 2001.
Administered by: Treasury
Registered 31 Aug 2012
Start Date 07 Oct 2005
End Date 01 Jul 2007
Date of repeal 02 Sep 2015
Repealed by ASIC Corporations (Repeal) Instrument 2015/363

ASIC Class Order [CO 00/185]

Foreign securities

This instrument has effect under s741(1) of the Corporations Act 2001.

This compilation was prepared on 25 February 2011 taking into account amendments up to [CO 05/770]. See the table at the end of this class order.

Prepared by the Australian Securities and Investments Commission.

Australian Securities and Investments Commission
Corporations Act 2001 — Subsection 741(1) — Exemption

Pursuant to subsection 741(1) of the Corporations Act 2001 (the “Act”), the Australian Securities and Investments Commission hereby exempts the class of persons specified in Schedule A in the case specified in Schedule B from all of the provisions of  Parts 6D.2 and 6D.3 of the Act other than sections 706, 707, 708, 710, subsections 711(1) to (4), section 718, subsections 723(1), 727(1), 727(2) and 727(4) and sections 728, 729, 731, 733, 736 and 738.

SCHEDULE A

A foreign corporation which at the time of the offer has securities quoted on an approved foreign market and trading in which is not suspended (an “issuer”) and an associate of an issuer.

SCHEDULE B

An offer for issue or sale of securities of the issuer:

(a)   in connection with a foreign takeover offer or foreign scheme of arrangement;

(b)   being securities in a class of securities quoted, or reasonably expected soon to be quoted, on an approved foreign market;

(c)   in respect of which the terms and conditions of each offer made to a person whose address is a place within this jurisdiction (an “Australian offeree”) are the same as those extended to each other offeree in the same class;

(d)  in respect of which each Australian offeree is provided with the same notices, documents or other information (or where applicable an English translation of these), as modified to include any additional information for the purposes of complying with Chapter 6D of the Act, as those provided to other offerees at the same time or as soon as practicable after such notices, documents or other information are made available to those other offerees; and

(e)   which complies with all legislative requirements in the place of the location of the approved foreign market and the operating rules of that market, or if more than one, the principal approved foreign market, on which the issuer’s securities are quoted.

Interpretation

For the purposes of this exemption:

A foreign scheme of arrangement is a compromise or arrangement,  between a foreign corporation and its creditors or any class of them or its members or any class of them, which is subject to court approval.

A foreign takeover offer is an offer made:

(a)   to all holders of a class of shares in a foreign corporation; or

(b)   to all such holders other than the bidder or the bidder and its associates, to acquire all or some of their shares.

Securities shall be taken to be quoted on an approved foreign market if and only if quoted on one of the following financial markets:

(a)   American Stock Exchange;

(b)   Borsa Italiana;

(c)   Bourse de Paris;

(d)  Bursa Malaysia Main Board and Bursa Malaysia Second Board;

(e)   Eurex Amsterdam;

(f)   Frankfurt Stock Exchange;

(g)   Hong Kong Stock Exchange;

(h)   JSE Securities Exchange;

(i)    London Stock Exchange;

(j)    NASDAQ National Market;

(k)   New York Stock Exchange;

(l)    New Zealand Stock Exchange;

(m)  Stock Exchange of Singapore;

(n)   SWX Swiss Exchange;

(o)   Tokyo Stock Exchange;

(p)   Toronto Stock Exchange.

Note: In this instrument, “this jurisdiction” means Australia: Act, ss 5 and 9 (definition of “this jurisdiction”).

Notes to ASIC Class Order [CO 00/185]

Note 1

ASIC Class Order [CO 00/185] (in force under s741(1) of the Corporations Act 2001) as shown in this compilation comprises that Class Order amended as indicated in the tables below.

Table of Instruments

Instrument number

Date of making or FRLI registration

Date of commencement

Application, saving or transitional provisions

[CO 00/185]

13/2/2000 (see F2006B01449)

13/2/2000

 

[CO 02/253]

2/3/2002 (see F2006B01450)

11/3/2002

-

[CO 05/770]

7/10/2005 (see F2005L03044)

7/10/2005

-

Table of Amendments

ad. = added or inserted     am. = amended     rep. = repealed     rs. = repealed and substituted

Provision affected

How affected

Class Order.................

am. [CO 02/253]

Sch A..........................

am. [CO 02/253]

Sch B..........................

am. [CO 02/253]

Interpretation...............

rs. [CO 02/253]

 

am. [CO 05/770]