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 2   Substantial holding information

Corporations Act 2001

21   Part 6C.1

Repeal the Part, substitute:

Part 6C.1 - Substantial holding information

Division 1 - Requirement to give substantial holding information

671B Information about substantial holdings in Chapter 6C bodies must be given to key persons and market operators

Situations that trigger requirement to give information

(1) This section applies if any of the following situations arise:

(a) a person begins to have, or ceases to have, a substantial holding in a Chapter 6C body;

(b) a person has a substantial holding in a Chapter 6C body when the Chapter 6C body begins to be a Chapter 6C body;

(c) a person has a substantial holding in a Chapter 6C body and there is a disclosable movement in the person's holding;

(d) a person is the bidder for a takeover bid for securities in a Chapter 6C body and the bid period for the bid starts.

Note: Section 9 defines substantial holding . See also section 671D.

(2) Paragraph (1)(d) does not apply if the Chapter 6C body is a listed notified foreign passport fund.

Requirement to give information

(3) The person must, in accordance with this section and sections 671BA, 671BE and 671BF, give the information referred to in section 671BB to:

(a) the key person for the Chapter 6C body; and

(b) each relevant market operator.

Note: The information must be given even if the situation changes by the time the information is to be given.

Fault-based offence

(4) A person commits an offence if the person contravenes subsection (3) of this section.

Strict liability offence

(5) A person commits an offence of strict liability if the person contravenes subsection (3) of this section.

671BA Deadline for giving information

(1) A person who must give information under subsection 671B(3) because of a situation that arises in relation to a Chapter 6C body must give the information:

(a) if paragraph (b) of this subsection does not apply - within 2 business days after the person becomes aware of the situation; or

(b) by 9.30 am on the next trading day of the relevant financial market after the person becomes aware of the situation, if:

(i) the bid period for a takeover bid for voting securities in the Chapter 6C body starts; and

(ii) the person becomes aware of the situation during the bid period.

(2) For the purposes of subsection (1), a person who ought reasonably to be aware of a situation is taken to be aware of the situation.

(3) Paragraph (1)(b) does not apply if the Chapter 6C body is a listed notified foreign passport fund.

Division 2 - Information that must be given etc.

Subdivision A - Information that must be given

671BB Information that must be given

(1) Subject to sections 671BC and 671BD, for the purposes of subsection 671B(3), the information that a person must give because of a situation that arises in relation to a Chapter 6C body is:

(a) the person's name and address; and

(b) details of the person's relevant interests and deemed economic interests in voting securities in the Chapter 6C body, including:

(i) the person's holding percentage in the Chapter 6C body; and

(ii) the person's derivative-based holding percentage in the Chapter 6C body; and

(iii) if the person's derivative-based holding percentage is greater than nil - the person's relatable derivative-based holding percentage, deemed physically settleable derivative-based holding percentage and deemed non-physically settleable derivative-based holding percentage in the Chapter 6C body; and

(iv) if the person's derivative-based holding percentage is greater than nil - details of any offsetting short positions of the person in voting securities in the Chapter 6C body, including the person's offsetting short position percentage in the Chapter 6C body; and

(c) details of any agreement through which the person would have a relevant interest or deemed economic interest in voting securities in the Chapter 6C body; and

(d) the name of each associate of the person who has a relevant interest or deemed economic interest in voting securities in the Chapter 6C body, together with details of:

(i) the nature of the person's association with the associate; and

(ii) the relevant interest or deemed economic interest of the associate; and

(iii) any agreement through which the associate has the relevant interest or deemed economic interest; and

(e) if the situation is a disclosable movement:

(i) the size and date of the disclosable movement; and

(ii) details of each transaction that resulted in the disclosable movement; and

(f) if the information is being given because a person has ceased to be an associate of the person - the name of the person who ceased to be an associate; and

(g) any other particulars determined under subsection (3) of this section for the purposes of this paragraph in relation to the Chapter 6C body.

Note: Section 671E expands the normal concept of relevant interest to take account of conditional agreements and escrow.

(2) For the purposes of subparagraph (1)(e)(ii), the person may give the details of 2 or more on-market transactions on an aggregate basis if the transactions:

(a) occurred:

(i) on the same day; and

(ii) on the same declared financial market; and

(b) are either:

(i) all acquisitions; or

(ii) all disposals;

of quoted securities or other financial products of the same class.

If the person does so, the details must include:

(c) the highest and lowest value (on a per-security or per-financial product basis) of the consideration under those transactions; and

(d) the total value of the consideration under those transactions.

(3) For the purposes of paragraph (1)(g), ASIC may, by legislative instrument, determine particulars in relation to the Chapter 6C body.

671BC Exception - persons who take reasonable steps to know information

(1) This section applies if:

(a) a person takes all reasonable steps to ensure that, were:

(i) a situation referred to in subsection 671B(1) to arise at a future time; and

(ii) the person to be required to give information under subsection 671B(3) because of that situation;

the person would know or be reasonably able to know, by the time required by section 671BA, the information the person would (disregarding this section) be required to give; and

(b) a situation referred to in subsection 671B(1) arises at that time and the person is required to give information under subsection 671B(3) because of that situation.

(2) Despite section 671BB, information referred to in that section does not need to be given to the extent to which the person does not know, and is not reasonably able to know, the information.

(3) A person who wishes to rely on subsection (2) of this section in a proceeding for, or relating to, a contravention of subsection 671B(3) bears an evidential burden in relation to the matters in subsections (1) and (2) of this section.

671BD Exception - information relating to takeover bids

(1) This section applies in relation to a person (the discloser ) who is required to give information under subsection 671B(3).

(2) Despite section 671BB, the discloser is not required to give the name or address of a person (other than the discloser), if:

(a) the only reason the discloser would, apart from this section, be required to give the name and address is that the person has accepted an offer made under a takeover bid; and

(b) at the time the discloser gives the information, the person is shown, in the Chapter 6C body's register of members, as holding the securities to which the acceptance of the offer relates.

671BE Information must be given in approved manner and form

(1) A person who must give information under subsection 671B(3) must give the information in the manner (if any) and form (if any) approved under subsection (2) of this section.

(2) For the purposes of subsection (1), ASIC may, in writing, approve a manner or form (including a machine-readable form) for giving the information.

Subdivision B - Accompanying documents and statements

671BF Accompanying documents and statements

(1) For the purposes of subsection 671B(3), and subject to section 671BG, the information that a person must give because of a situation that arises in relation to a Chapter 6C body must be accompanied by the following:

(a) for each agreement (if any):

(i) that contributed to the situation; and

(ii) for which there is one or more documents that set out the terms of the agreement, are in writing and are readily available to the person;

a copy of each document to which subparagraph (ii) of this paragraph applies, endorsed in accordance with subsection (2);

(b) for each contract, scheme or arrangement (if any) that:

(i) contributed to the situation; and

(ii) is not both in writing and readily available to the person; and

(iii) is not an agreement to which paragraph (a) of this subsection applies;

a statement by the person giving full details of the contract, scheme or arrangement.

(2) For the purposes of paragraph (1)(a), each copy must be endorsed with a statement that the copy is a true copy.

671BG Exceptions

(1) This section applies if a person is required to give information under subsection 671B(3).

(2) The information does not need to be accompanied by the copies or statements referred to in section 671BF if the transaction that gives rise to the person needing to provide the information takes place on a declared financial market.

(3) If:

(a) the person who must give the information is:

(i) the bidder under a takeover bid; or

(ii) an associate of the bidder under a takeover bid; and

(b) an agreement that contributed to the situation giving rise to the person needing to provide the information includes the acceptance of offers under the bid;

the information is not required to be accompanied by a copy of:

(c) the bidder's statement; or

(d) the takeover offer document; or

(e) any acceptance form.

(4) The information does not need to be accompanied by a copy of a document referred to in paragraph 671BF(1)(a) if:

(a) the document is in a form determined under subsection (5) of this section; and

(b) the information is accompanied by a statement that:

(i) identifies any differences between the document and the form; and

(ii) contains any information included in the document that is provided for, but not set out in, the form (for example, information included in any blank space the form requires to be filled in); and

(iii) states the date the document was executed.

(5) For the purposes of paragraph (4)(a), ASIC may, by legislative instrument, determine a form of a document if ASIC considers the form to be a standard form for documents of a particular kind.

(6) The information does not need to be accompanied by a copy of a document, or a statement, referred to in subsection 671BF(1) if:

(a) a copy of the document, or the statement, accompanied information previously given by the person or another person under subsection 671B(3); and

(b) the document (or a copy of the document) or the statement is publicly available; and

(c) the information is accompanied by a statement that identifies:

(i) the document or statement; and

(ii) the information mentioned in paragraph (a) of this subsection.

(7) If the information is required under paragraph 671BF(1)(a) to be accompanied by a copy of a document, the information may instead be accompanied by a copy of the document that (after the copy is endorsed with a statement that the copy is a true copy) has had removed from it information that it is necessary to remove to prevent the copy from disclosing:

(a) the signature of an individual; or

(b) a phone number; or

(c) an email address; or

(d) a physical address.

(8) Subsection (9) applies if, before the time the person is required to give the information mentioned in subsection (1), the person took all reasonable steps to ensure that, were:

(a) a situation referred to in subsection 671B(1) to arise at that time; and

(b) the person to be required to give information under subsection 671B(3) because of that situation; and

(c) the information to be required to be accompanied by a statement under paragraph 671BF(1)(b);

the person would know or be reasonably able to know, by the time required by section 671BA, the details the person would (disregarding subsection (9) of this section) be required to include in the statement.

(9) The information does not need to be accompanied by a statement referred to in paragraph 671BF(1)(b) to the extent that the person does not know, and is not reasonably able to know, the details that (apart from this subsection) would be required to be included in the statement.

(10) A person who wishes to rely on subsection (9) of this section in a proceeding for, or relating to, a contravention of subsection 671B(3) bears an evidential burden in relation to the matters in subsections (8) and (9) of this section.

Subdivision C - Additional obligations

671BH Requirement to give documents on request - takeover bids

(1) This section applies if:

(a) the bidder under a takeover bid gives information in compliance with subsection 671B(3); and

(b) apart from section 671BD, the bidder would contravene subsection 671B(3) because:

(i) subsection 671BB(1) requires the information to include the name and address of a particular person; and

(ii) the information does not include that name and address.

(2) The target of the takeover bid may request the bidder in writing to give the following information to the target:

(a) the name and address of each person who:

(i) has accepted the offer under the bid; and

(ii) when the bidder gives the information to the target, remains a registered holder of the securities to which the acceptance of the offer relates; and

(b) for each such person - the number of securities held by the person in respect of which the bidder has a relevant interest because of the person's acceptance of the offer under the bid.

(3) The bidder must give the information to the target on or before the first business day after the bidder receives the request.

Note: Section 1325A provides that a Court may make certain orders (including remedial orders) if the bidder contravenes this subsection.

671BI Requirement to give documents on request - person who gives information

(1) This section applies in relation to information and a document if:

(a) a person (the discloser ) gives the information in compliance with subsection 671B(3); and

(b) apart from subsection 671BG(4), the discloser would contravene subsection 671B(3) because:

(i) paragraph 671BF(1)(a) requires the information to be accompanied by a copy of the document; and

(ii) the information is not accompanied by a copy of the document.

(2) A person may request the discloser in writing to give a copy of the document to the person.

(3) The request must be made within 7 years after the discloser gives the information.

(4) The discloser must give to the person a copy of the document within 7 days after the discloser receives the request. The copy must be endorsed with a statement that the copy is a true copy.

Note: Failure to comply with this subsection is an offence: see subsection 1311(1).

(5) Subsection 671BG(7) applies in relation to giving a copy under subsection (4) of this section in the same way as subsection 671BG(7) applies in relation to a copy under paragraph 671BF(1)(a).

(6) Subsection (4) of this section does not apply if:

(a) the document, or a copy of the document, is readily available to the person who makes the request; or

(b) both:

(i) subsection 671BJ(1) applies in relation to the information and the document; and

(ii) the document is not in the discloser's possession.

Note: A defendant bears an evidential burden in relation to the matters in this subsection: see subsection 13.3(3) of the Criminal Code.

671BJ Requirement to give documents on request - nominated person

(1) This section applies in relation to information and a document if:

(a) a person (the discloser ) gives the information in compliance with subsection 671B(3); and

(b) apart from subsection 671BG(4), the discloser would contravene subsection 671B(3) because:

(i) paragraph 671BF(1)(a) requires the information to be accompanied by a copy of the document; and

(ii) the information is not accompanied by a copy of the document; and

(c) the information is accompanied by a statement that complies with subsection (2) of this section in relation to another person (the nominated person ).

(2) For the purposes of paragraph (1)(c), the statement:

(a) must:

(i) state that queries about the information may be made to the nominated person, and not expressly exclude making to the nominated person a request for a copy of the document; or

(ii) state that a copy of the document may be obtained on request from the nominated person; and

(b) must:

(i) be made with the consent of the nominated person; and

(ii) state that it is so made.

(3) A person may request the nominated person in writing to give a copy of the document to the person.

(4) The request must be made within 7 years after the discloser gives the information.

(5) The nominated person must give to the person a copy of the document within 7 days after the nominated person receives the request. The copy must be endorsed with a statement that the copy is a true copy.

Note: Failure to comply with this subsection is an offence: see subsection 1311(1).

(6) Subsection 671BG(7) applies in relation to giving a copy under subsection (5) of this section in the same way as subsection 671BG(7) applies in relation to a copy under paragraph 671BF(1)(a).

(7) Subsection (5) of this section does not apply if the document, or a copy of the document, is readily available to the person who makes the request.

Note: A defendant bears an evidential burden in relation to the matter in this subsection: see subsection 13.3(3) of the Criminal Code.

Division 3 - Definitions

671BK Meaning of disclosable movement in substantial holding

(1) There is a disclosable movement in a person's substantial holding in a Chapter 6C body if:

(a) both:

(i) the person has previously disclosed, or been required to disclose, under this Part the person's holding percentage or derivative-based holding percentage in the Chapter 6C body; and

(ii) that percentage increases or decreases by 1 or more percentage points from the percentage the person last disclosed; or

(b) both:

(i) the person has previously disclosed, or been required to disclose, under this Part any 2 or more of the person's relatable derivative-based holding percentage, deemed physically settleable derivative-based holding percentage and deemed non-physically settleable derivative-based holding percentage in the Chapter 6C body; and

(ii) any of those percentages increases or decreases by 1 or more percentage points from the percentage the person last disclosed, and there is a corresponding change in the other percentage, or either or both of the other percentages, that the person previously disclosed; or

(c) all of the following subparagraphs apply:

(i) the person has previously disclosed, or been required to disclose, under this Part the person's offsetting short position percentage in the Chapter 6C body;

(ii) that percentage increases or decreases by 1 or more percentage points from the percentage the person last disclosed;

(iii) if the percentage increases - immediately after the increase, the person's derivative-based holding percentage in the Chapter 6C body is greater than nil.

(2) For the purposes of subsection (1):

(a) a person who disclosed under this Part that the person's derivative-based holding percentage in a Chapter 6C body was nil is taken to have disclosed that the person's:

(i) relatable derivative-based holding percentage; and

(ii) deemed physically settleable derivative-based holding percentage; and

(iii) deemed non-physically settleable derivative-based holding percentage; and

(iv) offsetting short position percentage;

in the Chapter 6C body were also nil; and

(b) a person who:

(i) was required to disclose a percentage under this Part; but

(ii) did not disclose that percentage by the time required;

is taken to have disclosed, in accordance with this Part, the percentage immediately after the situation giving rise to the requirement to disclose that percentage arose.

Pre-commencement disclosures

(3) For the purposes of subsection (1), if:

(a) before the commencement of this section, a person disclosed, or was required to disclose, under this Part the person's old holding percentage in a Chapter 6C body; and

(b) the person is not, on the commencement of this section, required to disclose under this Part the person's derivative-based holding percentage in the Chapter 6C body;

the person is taken to disclose the person's derivative-based holding percentage under this Part on that commencement.

(4) For the purposes of subsection (1) of this section, if:

(a) before the commencement of this section, a person disclosed, or was required to disclose, under this Part the person's old holding percentage in a Chapter 6C body; and

(b) the person is not, on the commencement of this section, required to disclose under this Part the person's relatable derivative-based holding percentage in the Chapter 6C body;

the person is taken to disclose the person's relatable derivative-based holding percentage under this Part on that commencement.

(5) For the purposes of subsection (1) of this section, if:

(a) before the commencement of this section, a person disclosed, or was required to disclose, under this Part the person's old holding percentage in a Chapter 6C body; and

(b) the person is not, on the commencement of this section, required to disclose under this Part the person's deemed physically settleable derivative-based holding percentage in the Chapter 6C body;

the person is taken to disclose the person's deemed physically settleable derivative-based holding percentage under this Part on that commencement.

(6) For the purposes of subsection (1) of this section, if:

(a) before the commencement of this section, a person disclosed, or was required to disclose, under this Part the person's old holding percentage in a Chapter 6C body; and

(b) the person is not, on the commencement of this section, required to disclose under this Part the person's deemed non-physically settleable derivative-based holding percentage in the Chapter 6C body;

the person is taken to disclose the person's deemed non-physically settleable derivative-based holding percentage under this Part on that commencement.

(7) For the purposes of subsection (1) of this section, if:

(a) before the commencement of this section, a person disclosed, or was required to disclose, under this Part the person's old holding percentage in a Chapter 6C body; and

(b) the person is not, on the commencement of this section, required to disclose under this Part the person's offsetting short position percentage in the Chapter 6C body;

the person is taken to disclose the person's offsetting short position percentage under this Part on that commencement.

(8) In this section:

old holding percentage means the percentage worked out using the formula in subsection 671B(2), as in force immediately before the commencement of this section.

671BL Percentages relating to relevant interests and deemed economic interests

(1) A person's percentage, in a Chapter 6C body, specified in column 1 of an item of the following table is the percentage worked out using the formula in subsection (2) if:

(a) the person, or an associate of the person, has a relevant interest or deemed economic interest in voting securities in the Chapter 6C body; and

(b) the relevant interest or deemed economic interest is of the kind specified in column 2 of the item.

Otherwise, the percentage is 0%.

Note: Section 671E expands the normal concept of relevant interest to take account of conditional agreements and escrow.

(2) For the purposes of subsection (1), the formula is:

where:

person's and associates' votes means the total number of votes attached to all the voting securities in the Chapter 6C body in which:

(a) the person; or

(b) an associate of the person;

has an interest of the kind specified in column 2 of the item of the table in subsection (1).

total votes means the total number of votes attached to all voting securities in the Chapter 6C body.

No double-counting

(3) Subsection (4) applies in relation to voting securities in the Chapter 6C body if:

(a) the item of the table in subsection (1) is item 3 or 4; and

(b) either:

(i) the person and one or more associates of the person; or

(ii) 2 or more associates of the person;

have an interest, of the kind specified in column 2 of the item, in the voting securities because of the same derivative.

(4) For the purposes of the definition of person's and associates' votes in subsection (2), treat the total number of votes attached to all of the voting securities to which this subsection applies as being equal to the total number of votes attached to the largest number of those voting securities in which one of the persons mentioned in subparagraph (3)(b)(i) or (ii) (whichever is applicable) has an interest of that kind because of the derivative.

Meaning of derivative-based holding percentage

(5) A person's derivative-based holding percentage in a Chapter 6C body is the total of:

(a) the person's relatable derivative-based holding percentage in the Chapter 6C body; and

(b) the person's deemed physically settleable derivative-based holding percentage in the Chapter 6C body; and

(c) the person's deemed non-physically settleable derivative-based holding percentage in the Chapter 6C body.

671BM Meaning of offsetting short position percentage

(1) A person's offsetting short position percentage in a Chapter 6C body is the percentage worked out using the formula in subsection (2) if the person has an offsetting short position in voting securities in the Chapter 6C body. Otherwise, the person's offsetting short position percentage in the Chapter 6C body is nil.

(2) For the purposes of subsection (1), the formula is:

where:

person's and associates' votes means the total number of votes attached to all the voting securities in the Chapter 6C body in which:

(a) the person; or

(b) an associate of the person;

has an offsetting short position.

total votes means the total number of votes attached to all voting securities in the Chapter 6C body.

No double-counting

(3) Subsection (4) applies in relation to voting securities in the Chapter 6C body if:

(a) the person and one or more associates of the person; or

(b) 2 or more associates of the person;

have an offsetting short position in the voting securities because of the same derivative.

(4) For the purposes of the definition of person's and associates' votes in subsection (2), treat the total number of votes attached to all of the voting securities to which this subsection applies as being equal to the total number of votes attached to the largest number of those voting securities in which one of the persons mentioned in paragraph (3)(a) or (b) (whichever is applicable) has an offsetting short position because of the derivative.

Division 4 - Other provisions

671C Civil liability

(1) A person who contravenes section 671B is liable to compensate another person for any loss or damage the other person suffers because of the contravention.

(2) It is a defence in proceedings brought under this section if the person who contravenes section 671B proves:

(a) that:

(i) the person contravened that section because of inadvertence or mistake; and

(ii) the inadvertence or mistake was reasonable in all the circumstances; or

(b) that the person contravened that section because the person was not aware of a relevant fact or occurrence (other than a fact or occurrence of which the person ought reasonably to have been aware).

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 671B because of the same act or omission, their liability under this section for the contravention is joint and individual.

671D Substantial holdings and deemed economic interests

This Part applies in relation to a person who does not have a substantial holding in a Chapter 6C body as if the person did have such a substantial holding, if:

(a) the person, or an associate of the person, has a deemed economic interest in a number of voting securities of a particular class in the Chapter 6C body; and

(b) the person would have a substantial holding in the Chapter 6C body if the person or associate had a relevant interest in that number of voting securities of that class in the Chapter 6C body (in addition to any voting securities in which the person or associate actually has a relevant interest).

671E Relevant interests not excluded

For the purposes of this Part, a person has a relevant interest in securities if the person would have a relevant interest in the securities but for the enactment of the following:

(a) subsection 609(6) (market traded options and derivatives);

(b) subsection 609(7) (conditional agreements);

(c) subsection 609(9B) (securities escrowed under listing rules);

(d) section 609B (securities subject to escrow agreement in connection with initial public offer etc.).

671F Listed foreign bodies to which equivalent foreign requirements apply

(1) This section applies if:

(a) apart from subsection (2), this Part would require (the Australian requirement ) a person (the discloser ) to give or disclose to another person information in relation to a particular matter relating to a listed body to which item 5 of the table in section 671A applies; and

(b) requirements (the foreign requirements ) that are declared under subsection (4) of this section apply in relation to the listed body; and

(c) under the foreign requirements, information in relation to that matter must be given to a person.

(2) The Australian requirement does not apply if the requirement to give information referred to in paragraph (1)(c) is complied with.

(3) If, because of subsection (2), the Australian requirement does not apply, the listed body must, as soon as practicable after information is given in relation to the matter as mentioned in paragraph (1)(c), give the information to the operator of each declared financial market:

(a) that is operated in this jurisdiction; and

(b) the official list of which includes the listed body.

(4) For the purposes of paragraph (1)(b), ASIC may, by legislative instrument, declare requirements if:

(a) the requirements are requirements of:

(i) a law of a jurisdiction other than this one; or

(ii) a financial market that is operated in a jurisdiction other than this one; and

(b) ASIC is satisfied that the requirements are equivalent to the requirements of this Part.

Fault-based offence

(5) A person commits an offence if the person contravenes subsection (3).

Strict liability offence

(6) A person commits an offence of strict liability if the person contravenes subsection (3).