Commonwealth Consolidated Regulations

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Foreign companies issuing securities under foreign scrip offers etc exempt from disclosing entity provisions

             (1)  For section 111AS of the Act, a foreign company is exempt from the disclosing entity provisions in respect of ED securities under section 111AG of the Act if:

                     (a)  the company issues the securities in connection with a foreign takeover bid or foreign scheme of arrangement; and

                     (b)  the securities issued are, at the time of issue, securities in a class of securities quoted on an approved foreign exchange; and

                     (c)  the terms and conditions of the issue to citizens and Australian permanent residents are the same as those applying to each other person receiving securities that are in the same class; and

                     (d)  the same notices, documents or other information (or, where applicable, an English translation of these) (modified, if necessary, to include any additional information for the purposes of complying with Chapter 6D of the Act) are given to Australian citizens or permanent residents as are given to each other person; and

                     (e)  the notices, documents and other information are given to Australian citizens and permanent residents at the same time, or as soon as practicable after, they are given to those other persons; and

                      (f)  in relation to the issue--the company complies with all legislative and stock exchange requirements in the place in which is located:

                              (i)  the approved foreign exchange; or

                             (ii)  if more than one--the principal approved exchange;

                            on which the company's securities are quoted.

             (2)  In this regulation:

"approved foreign exchange " includes:

                     (a)  American Stock Exchange Inc.;

                     (b)  New York Stock Exchange Inc.;

                     (c)  New Zealand Stock Exchange;

                     (d)  The Stock Exchange of Hong Kong Ltd;

                     (e)  Stock Exchange of Singapore Limited;

                      (f)  The Amsterdam Stock Exchange;

                     (g)  the Frankfurt Stock Exchange;

                     (h)  The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited;

                      (i)  the Milan Stock Exchange;

                      (j)  the NASDAQ National Market;

                     (k)  the Paris Bourse;

                      (l)  the Tokyo Stock Exchange;

                    (m)  the Toronto Stock Exchange;

                     (n)  the Zurich Stock Exchange.

"foreign scheme of arrangement " means a compromise or arrangement that is subject to court approval under subsection 411(6) of the Act, between:

                     (a)  a foreign company and a class of its creditors; or

                     (b)  a foreign company and a class of its members.

"foreign takeover bid " means a bid to acquire some or all of the securities of:

                     (a)  all holders of a class of securities of a foreign company; or

                     (b)  all holders of those securities except the bidder or the bidder and associates of the bidder.

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