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TRADE PRACTICES AMENDMENT BILL 1985

The Senate, according to Order, resolved itself into Committee for the further consideration of the Bill.

In the Committee

Consideration resumed of clause 17 and of the amendment moved thereto by Senator Siddons, viz: Page 8, paragraph (e), proposed new sub-section 50 (2C), lines 18 to 24, leave out the proposed sub-section.

Question-That the words proposed to be left out be left out-put.

The Committee divided-

AYES, 6

Senators- Chipp Haines (Teller) Mason Sanders Siddons Vigor

NOES, 51

Senators- Archer Aulich Baume, Michael Bjelke-Petersen Black Bolkus Boswell Brownhill Carrick, Sir John Childs Coates Crichton-Browne Crowley Devlin Durack Elstob Evans Gietzelt Giles Guilfoyle, Dame Margaret Hamer Hill Jessop Jones Kilgariff Knowles Lewis MacGibbon McIntosh McKiernan Maguire Messner Missen Morris Parer Puplick Ray Reid (Teller) Richardson Robertson Ryan Sheil Sibraa Tate Teague Townley Walsh Walters Watson Withers Zakharov

Amendment negatived accordingly.

Clause 17, as amended, agreed to.

Clause 18 read-

Senator Siddons, by leave, moved the following amendments together:

Page 8, line 31, leave out ""section is'', insert ""sections are''.

Page 8, before proposed new section 50A, insert the following new section:

Acquisitions within Australia

""50AA. (1) Where a person, either alone or together with another person or other persons, proposes to make an offer to acquire, or makes an offer to acquire, shares or assets of a body corporate, being an offer that would constitute, or constitutes a take-over offer, the Tribunal may, on the application of the Minister, the Commission or any other person, if the Tribunal is satisfied that the acquisition of those shares or assets by the person-

(a) would affect the national economy in a manner opposed to the public interest and would not, in all the circumstances, result, or be likely to result, in such a benefit to the public that the acquisition of those shares or assets should be disregarded for the purposes of this section; or

(b) would otherwise be contrary to the national interest,

make a declaration accordingly.

""(2) Where a person makes application to the Tribunal under sub-section (1) with respect to the acquisition of shares or assets of a body corporate by another person, the person shall forthwith-

(a) serve copies of the application on that other person and on the body corporate; and

(b) cause copies of the application, together with particulars of the date on which a copy of the application was served on the body corporate, to be published in newspapers so that, in each State or Territory on the Stock Exchange of which shares in the body corporate are listed, a copy is published in a newspaper circulating generally in that State or Territory.

""(3) Subject to sub-section (5), upon service of a copy of the application on the body corporate, the taking of any action-

(a) if an offer to acquire the relevant shares or assets has not been made-for the purpose of, or by way of, making such an offer; or

(b) if an offer to acquire the relevant shares or assets has been made-for the purpose of, or by way of, accepting that offer, varying that offer or acquiring shares or assets in pursuance of that offer,

is stayed until the application has been finally dealt with and, if, when the application has been finally dealt with, a declaration referred to in sub-section (1) is in force, until that declaration is revoked.

""(4) Sub-section (3) does not prevent the taking, by a person who, either alone or together with another person or other persons, made an offer to which sub-section (1) applies, of action to withdraw the offer, or the taking of any other action consequential on the withdrawal of the offer.

""(5) Without limiting the generality of sub-section (3), the action that is stayed includes any action that may be taken or is required to be taken under or for the purposes of the Companies (Acquisition of Shares) Act 1980 or of a corresponding law of a State or Territory.

""(6) Any action taken contrary to the provisions of sub-section (3) is void and of no effect.

""(7) The Tribunal may, on the application of the Minister, the Commission or any other person, or of its own motion, revoke a declaration made under sub-section (1).

""(8) Where-

(a) an application is made under sub-section (1) or (7); or

(b) the Tribunal, of its own motion, decides to consider revoking a declaration made under sub-section (1),

the Minister, the Commission, the body corporate to which the application relates, the person who proposes to make or has made the offer and, if the application is made by a person other than the Minister and the Commission, that person are each entitled to appear, or be represented, at the proceedings before the Tribunal.

""(9) The Tribunal shall state its reasons in writing for making, refusing to make, revoking or refusing to revoke a declaration under sub-section (1).

""(10) Upon application made by a person who was entitled under sub-section (8) to appear, or be represented, at proceedings before the Tribunal within 21 days after the Tribunal gives its decision in the proceedings, an appeal lies to the Court or the Supreme Court of a State or Territory against the decision of the Tribunal in the proceedings.

""(11) An appeal referred to in sub-section (10) shall be heard by a Court consisting of not less than 3 Justices and the decision of that Court is final.

""(12) For the purposes of sub-section (3), an application under sub-section (1) shall be taken to be finally dealt with-

(a) if an appeal against the decision of the Tribunal in the proceedings is not instituted within 21 days after the decision of the Tribunal is given-upon the expiration of that period of 21 days; or

(b) in any other case-on the day on which the Court to which an appeal is made gives its decision on the appeal or on which the appeal is withdrawn, whichever first occurs.

""(13) Where the taking of action is stayed by reason of sub-section (3) and the relevant offer is not withdrawn before the expiration of the period during which the taking of action is stayed, upon the termination of the stay, the time within which any action so stayed might have been taken, might be taken or was required or permitted to be taken is, by force of this sub-section, extended for a period equal to the period during which the action was so stayed notwithstanding that that time is fixed by or under an Act of the Commonwealth or a State.

""(14) In this section ""take-over offer'' has the same meaning as it has in the Companies (Acquisition of Shares) Act 1980.''.

Debate ensued.

Question-That the amendments be agreed to-put.

The Committee divided-

AYES, 6

Senators- Chipp Haines Mason Sanders Siddons (Teller) Vigor

NOES, 50

Senators- Archer Aulich Baume, Michael Bjelke-Petersen Black Bolkus Boswell Brownhill Carrick, Sir John Childs Coates Crichton-Browne Crowley Devlin Durack Elstob Evans Gietzelt Giles Guilfoyle, Dame Margaret Hamer Hill Jessop Jones Knowles Lewis MacGibbon McIntosh McKiernan Maguire Messner Missen Morris Parer Puplick Ray Reid (Teller) Richardson Robertson Ryan Sheil Sibraa Tate Teague Townley Walsh Walters Watson Withers Zakharov

Amendments negatived accordingly.

Ordered-That the Chairman of Committees (Senator Hamer) report progress and ask leave to sit again.

The President resumed the Chair; and Senator Hamer reported that the Committee had considered the Bill, made progress, and asked leave to sit again.

Ordered-That the Committee have leave to sit again on the next day of sitting.