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INCOME TAX ASSESSMENT ACT 1997 - SECT 166.255

Bearer shares in foreign listed companies

             (1)  This section modifies how the ownership tests in section 166-145 are applied to the tested company if:

                     (a)  at the * ownership test time, it is the case, or it is reasonable to assume, that persons (none of them companies or trustees) hold a * voting stake, a * dividend stake or a * capital stake in the tested company; and

                     (b)  an entity has not, under section 166- 225, 166- 230, 166- 240 or 166- 245, been taken to control voting power or have rights in respect of the stake; and

                     (c)  another company (the foreign listed company ) is interposed, at that time, between those persons and the tested company; and

                     (d)  at all times during the income year of the tested company in which the ownership test time occurs, the * principal class of shares in the foreign listed company is listed for quotation in the official list of an * approved stock exchange; and

                     (e)  at the ownership test time:

                              (i)  voting stakes that carry rights to 50% or more of the voting power in the foreign listed company; or

                             (ii)  dividend stakes that carry rights to receive 50% or more of any dividends that the foreign listed company may pay; or

                            (iii)  capital stakes that carry rights to receive 50% or more of any distribution of capital of the foreign listed company;

                            as the case requires, are directly held by way of bearer shares; and

                      (f)  the beneficial owners of some or all of those bearer shares have not been disclosed to the foreign listed company.

Note 1:       See section 165- 255 for the rule about incomplete test periods.

Note 2:       Other rules might affect this provision: see sections 166-270, 166- 275 and 166-280.

Note 3:       For paragraph (e), Division 167 has special rules for working out rights to voting power, dividends and capital distributions in a company whose shares do not all carry the same rights to those matters.

             (2)  The tests are applied to the tested company as if, at the * ownership test time, for each of those bearer shares whose owners have not been disclosed:

                     (a)  a single notional entity controls, or is able to control, the voting power in the tested company that is carried by those shares at that time; and

                     (b)  the entity * indirectly had the right to receive, for its own benefit:

                              (i)  any * dividends the tested company may pay in respect of those shares at that time; and

                             (ii)  any distributions of capital of the tested company in respect of those shares at that time; and

                     (c)  the entity were a person (other than a company).

Note:          The persons who actually control the voting power and have rights to dividends and capital are taken not to control that power or have those rights: see section 166- 265.

             (3)  To avoid doubt, the single notional entity mentioned in subsection (2) is a different single notional entity from the one mentioned in section 165-207 and the one mentioned in section 166- 225.



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