Corporations Act. Australia

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СКАЧАТЬ style="font-size:15px;">      (i) the offer is made to every person who holds interests in that class to issue them, or their assignee, with the percentage of the interests to be issued that is the same as the percentage of the interests in that class that they hold before the offer; or

      (ii) if the conditions in subsection (3) are met — such an offer is made to every person with a registered address in Australia or New Zealand who holds interests in that class;

      (c) the terms of each offer are the same.

      (3) The conditions in this subsection are met if:

      (a) the body or responsible entity (as the case requires) decides that it is unreasonable to offer securities or interests (as the case requires) for issue to persons (the non‑residents) with a registered address in a place outside Australia or New Zealand, after taking into account the following matters:

      (i) the number of non‑residents, in that place, to whom offers would otherwise be made;

      (ii) the number and value of the securities or interests that would otherwise be offered for issue;

      (iii) the cost of complying with the laws, and any requirements of any regulatory authority, of the place where the securities or interests would otherwise be offered for issue; and

      (b) the body or responsible entity:

      (i) sends details of the offer to each non‑resident in that place; and

      (ii) advises each non‑resident in that place that the non‑resident will not be offered the securities or interests; and

      (c) if the invitation to apply for, or the right to be issued with, the securities or interests is able to be assigned — the body or responsible entity:

      (i) advises each non‑resident in that place that a nominee will be appointed to sell the invitation or right that would otherwise have been offered to the non‑resident; and

      (ii) advises each non‑resident that the nominee will send the non‑resident any net proceeds from the sale of that invitation or those rights; and

      (iii) appoints a nominee in Australia to carry out the obligations referred to in subparagraphs (i) and (ii).

      (4) For the purposes of this section, a reference to an offer of securities includes a reference to an invitation to apply for the issue of securities.

      9B Meaning of remuneration recommendation

      (1) A remuneration recommendation is:

      (a) a recommendation about either or both of the following:

      (i) how much the remuneration should be;

      (ii) what elements the remuneration should have;

      for one or more members of the key management personnel for a company; or

      (b) a recommendation or advice about a matter or of a kind prescribed by the regulations.

      (2) None of the following is a remuneration recommendation (even if it would otherwise be covered by subsection (1)):

      (a) advice about the operation of the law (including tax law);

      (b) advice about the operation of accounting principles (for example, about how options should be valued);

      (c) advice about the operation of actuarial principles and practice;

      (d) the provision of facts;

      (e) the provision of information of a general nature relevant to all employees of the company;

      (f) a recommendation, or advice or information, of a kind prescribed by the regulations.

      (3) Subsection (2) does not limit the things that are not remuneration recommendations, nor does it mean that something specified in that subsection would otherwise be a remuneration recommendation within the meaning of subsection (1).

      (4) ASIC may by writing declare that subsection (1) does not apply to a specified recommendation or specified advice, but may do so only if ASIC is satisfied that it would be unreasonable in the circumstances for the advice or recommendation to be a remuneration recommendation. The declaration has effect accordingly. The declaration is not a legislative instrument.

      Division 2 — Associates

      10 Effect of Division

      (1) This Division has effect for the purposes of interpreting a reference (in this Division called the associate reference), in relation to a person (in this Division called the primary person), to an associate.

      (2) A person is not an associate of the primary person except as provided in this Division.

      (3) Nothing in this Division limits the generality of anything else in it.

      11 Associates of bodies corporate

      If the primary person is a body corporate, the associate reference includes a reference to:

      (a) a director or secretary of the body; and

      (b) a related body corporate; and

      (c) a director or secretary of a related body corporate.

      12 References in Chapters 6 to 6C, and other references relating to voting power and takeovers etc.

      (1) Subject to subsection 16(1), but despite anything else in this Part, this section applies for the purposes of interpreting a reference to an associate (the associate reference), in relation to a designated body, if:

      (a) the reference occurs in a provision of Chapter 6, 6A, 6B or 6C; or

      (b) the reference occurs in a provision outside those Chapters that relates to any of the following matters:

      (i) the extent, or restriction, of a power to exercise, or to control the exercise of, the votes attached to voting shares in the designated body;

      (ii) the primary person’s voting power in the designated body;

      (iii) relevant interests in securities in the designated body;

      (iv) a substantial holding in the designated body;

      (v) a takeover bid for securities in the designated body;

      (vi) the compulsory acquisition, or compulsory buy‑out, of securities in the designated body.

      (2) For the purposes of the application of the associate reference in relation to the designated body, a person (the second person) is an associate of the primary person if, and only if, one or more of the following paragraphs applies:

      (a) the primary person is a body corporate and the second person is:

      (i) a body corporate the primary СКАЧАТЬ