House of Representatives
Treasury Laws Amendment (Strengthening Financial Systems and Other Measures) Bill 2025
Explanatory Memorandum
(Circulated by authority of the Assistant Minister for Productivity, Competition, Charities and Treasury, the Hon Dr Andrew Leigh MP)The Financial Action Task Force (FATF) is an international organisation that sets financial crime-fighting standards for adoption by member states. In 2015, the FATF found that, despite Australia's mature regime for combating money laundering and terrorism financing, certain key areas remained unaddressed.
Chapter 6C also applies to relevant interests in securities in listed registered managed investment schemes, listed notified foreign passport funds and other listed bodies that are not companies but are incorporated or formed in Australia. Where this Explanatory Memorandum refers to, and gives examples about, the operation of Chapter 6C in relation to companies, it should be taken to also apply to these other entities, unless the context suggests otherwise.
This is reflected in the expansive definition in existing subsection 608(2) which, in ASIC's view, is derived from a concern to ensure that the objectives of the various regulatory regimes relying on the meaning of 'relevant interest' are not circumvented: see ASIC Regulatory Guide 5 : Relevant interests and substantial holding notices at RG 5.27.
Takeovers Panel Guidance Note 20: Equity Derivatives , paragraph 7.
These references would be reversed in the case of put options, for example.
Note: Any references to ASIC's Regulatory Guide 5 : Relevant interests and substantial holding notices in this Explanatory Memorandum are provided for explanatory purposes only. The Bill does not incorporate it by reference.
It was possible for such a derivative to fall within the scope of the existing provisions in certain circumstances, for example, if the parties have an agreement, arrangement or understanding in relation to voting or disposal of underlying securities acquired as a hedge.
This requirement addresses issues recently raised before the Takeovers Panel in Pacific Smiles Group Limited [2024] ATP 12.