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Corporations Bill 2001

Part 6C.2 Tracing beneficial ownership of shares

   

672A   Disclosure notices

             (1)  ASIC, a listed company or the responsible entity for a listed managed investment scheme, may direct:

                     (a)  a member of the company or scheme; or

                     (b)  a person named in a previous disclosure under section 672B as having a relevant interest in, or having given instructions about, voting shares in the company or interests in the scheme;

to make the disclosure required by section 672B.

             (2)  ASIC must exercise its powers under this section if requested to do so by a member of the company or scheme unless it considers that it would be unreasonable to do so in all the circumstances.

672B   Disclosure by member of relevant interests and instructions

             (1)  A person given a direction under section 672A must disclose to the person giving the direction:

                     (a)  full details of their own relevant interest in the shares or interests in the scheme and of the circumstances that give rise to that interest; and

                     (b)  the name and address of each other person who has a relevant interest in any of the shares or interests together with full details of:

                              (i)  the nature and extent of the interest; and

                             (ii)  the circumstances that give rise to the other person’s interest; and

                     (c)  the name and address of each person who has given the person instructions about:

                              (i)  the acquisition or disposal of the shares or interests; or

                             (ii)  the exercise of any voting or other rights attached to the shares or interests; or

                            (iii)  any other matter relating to the shares or interests;

                            together with full details of those instructions (including the date or dates on which they were given).

A matter referred to in paragraph (b) or (c) need only be disclosed to the extent to which it is known to the person required to make the disclosure.

             (2)  The disclosure must be made within 2 business days after:

                     (a)  the person is given the direction; or

                     (b)  if the person applies for an exemption under section 673 from the obligation to make the disclosure and ASIC refuses to grant the exemption—ASIC notifies the person of its decision on the application; or

                     (c)  if the direction is given by a company or responsible entity—the company or responsible entity pays any fee payable under the regulations made for the purposes of section 672D.

             (3)  The person does not have to comply with a direction given by the company or the responsible entity if the person proves that the giving of the direction is vexatious.

672C   ASIC may pass information on to person who made request

                   If ASIC receives information in response to a direction under section 672A about shares in a company or interests in a listed managed investment scheme, ASIC:

                     (a)  may pass the information on to the company or the responsible entity for the scheme; and

                     (b)  if ASIC gave the direction in response to a request under subsection 672A(2)—must pass the information on to the person who made the request unless ASIC considers it would be unreasonable in all the circumstances to do so.

672D   Fee for complying with a direction given by a company or scheme under this Part

             (1)  The regulations may prescribe fees that companies and responsible entities are to pay to persons for complying with directions given under this Part.

             (2)  A person is liable to repay a fee paid to the person for complying with a direction under section 672A if the person does not comply with the direction on time even if the person does so later. The fee may be recovered as a debt due to the company or responsible entity that paid it to the person.

672E   No notice of rights

                   A company or responsible entity is not, because of anything done under this Part:

                     (a)  taken for any purpose to have notice of; or

                     (b)  put on inquiry as to;

a person’s right in relation to a share in the company or an interest in the listed managed investment scheme.

672F   Civil liability

             (1)  A person who contravenes section 672B is liable to compensate a person for any loss or damage the person suffers because of the contravention.

             (2)  It is a defence in proceedings brought under this section if the person who contravenes section 672B proves that they contravened that section:

                     (a)  because of inadvertence or mistake; or

                     (b)  because they were not aware of a relevant fact or occurrence.

In determining whether the defence is available, disregard the person’s ignorance of, or a mistake on the person’s part concerning, a matter of law.

             (3)  If 2 or more persons each contravene section 672B because of the same act or omission, their liability under this section for the contravention is joint and individual.