Foreign Acquisitions and Takeovers Regulation 2015 (Cth)

PART 3 - EXEMPTIONS  

Division 4 - Other exemptions  

Subdivision A - Exemptions relating to particular actions  

SECTION 41   EXEMPTIONS FOR CERTAIN ACQUISITIONS  

41(1)    
This section applies for the following provisions:

(aa)    

section 55B of the Act (meaning of notifiable national security action );

(a)    Division 3 of Part 2 of the Act (meaning of notifiable action );

(b)    

Part 4 of the Act (notices required for notifiable actions and notifiable national security actions, and may be given of other actions);

(c)    

any other provision of the Act or the regulations to the extent that it relates to any of those provisions.

Note: Part 7A of the Act does not apply in relation to an acquisition mentioned in subsection (2) of this section: see section 58KA of this instrument.

41(2)    

The provisions specified in subsection (1) of this section do not apply in relation to a person ' s acquisition of an interest in securities in an entity (including securities in a land entity) if:

(a)    

the person ' s acquisition of the interest is under, and the interest has not been previously offered for issue under, any of the following:

(i) a rights issue (within the meaning of the Corporations Act 2001 );

(ii) a rights issue (within the meaning of a law of a foreign country or a part of a foreign country) if the issue is regulated by a law of that foreign country or that part of a foreign country;

(iii) an issue of securities that is similar to a rights issue (within the meaning of the Corporations Act 2001 ) and is an issue of a kind covered by an instrument made by ASIC under that Act; or

(b)    

all of the following apply:

(i) the entity is listed for quotation in the official list of a stock exchange in Australia;

(ii) that listing is the entity ' s primary listing in an official list of a stock exchange;

(iii) the person ' s acquisition is under a dividend reinvestment plan, a bonus share plan, a distribution reinvestment plan or a switching facility; or

(c)    

all of the following apply:

(i) immediately before the person ' s acquisition, the person holds an interest of a particular percentage (the person ' s allowable percentage ) in the entity;

(ii) the person ' s acquisition is of a kind whereby additional interests in the entity are only made available for acquisition by each holder of existing interests in the entity in a proportion equal to the percentage interest that such a holder holds in the entity immediately before the acquisition;

(iii) the portion acquired by the person, and all of the person ' s associates, of those additional interests made available to all holders of existing interests in the entity, expressed as a percentage, is no more than the person ' s allowable percentage;

(iv) at the time of the person ' s acquisition, the person has no reasonable grounds to believe that the percentage interest that the person will hold in the entity after the last of the acquisitions of those additional interests will exceed the person ' s allowable percentage.

Note 1: Paragraph (c) only applies if the percentage of additional interests that will be acquired by the person and the person ' s associates is less than or equal to the person ' s percentage interest in the entity immediately before the person ' s acquisition.

Note 2: Paragraph (c) can apply, for example, if the person holds a 100% interest in the entity both before and after the person ' s acquisition. In that case, the additional interest acquired by the person may be the only additional interest of the kind mentioned in subparagraph (c)(ii) .

Note 3: The additional interests mentioned in subparagraphs (c)(iii) and (iv) are the additional interests available for acquisition as described in subparagraph (c)(ii) .