Treasury Laws Amendment (Strengthening Financial Systems and Other Measures) Act 2025 (72 of 2025)

Schedule 1   Disclosure of information about ownership of listed entities

Part 2   Substantial holding information and tracing beneficial ownership (including deemed economic interests)

Division 1   Definitions relating to relevant interests and deemed economic interests

Corporations Act 2001

15   After section 608

Insert:

608A Relevant interests in securities - working out which securities agreement etc. relates to

(1) This section applies if at a particular time all of the following conditions are satisfied:

(a) a person (the first person ) has a relevant interest in a number of issued securities of a particular class in a body, registered scheme or notified foreign passport fund;

(b) the first person (whether before or after acquiring the relevant interest):

(i) has entered or enters into an agreement with another person with respect to securities of that class in the body, scheme or fund; or

(ii) has given or gives another person an enforceable right, or has been or is given an enforceable right by another person, in relation to securities of that class in the body, scheme or fund (whether the right is enforceable presently or in the future and whether or not on the fulfilment of a condition); or

(iii) has granted or grants an option to, or has been or is granted an option by, another person with respect to securities of that class in the body, scheme or fund;

(c) the other person would have a relevant interest in a number of securities of that class in the body, scheme or fund if the agreement were performed, the right enforced or the option exercised.

(2) For the purposes of paragraph 608(8)(b), the agreement is taken to be with respect to, the enforceable right is taken to relate to, or the option is taken to be with respect to, the securities in which the first person has a relevant interest as mentioned in paragraph (1)(a) of this section.

(3) For the purposes of paragraph 608(8)(c), assume that, were the agreement performed, the right enforced or the option exercised, the other person would have a relevant interest in a number of the securities in which the first person has a relevant interest, as mentioned in paragraph (1)(a) of this section, equal to the lesser of:

(a) the number of securities mentioned in paragraph (1)(a); and

(b) the number of securities mentioned in paragraph (1)(c).

Example 1: A person has a relevant interest in 10 shares in a company and agrees with another person to sell 5 shares in the company to the other person on a future date. The other person is taken to already have a relevant interest in 5 of the first person's 10 shares under subsection 608(8).

Example 2: A person has a relevant interest in 10 shares in a company and gives another person a right to acquire 11 shares in the company from the person in the future. The other person is taken to already have a relevant interest in the first person's 10 shares under subsection 608(8). The other person might also have a deemed economic interest in one share in the company under Division 2 of Part 6C.1A.