Warning
“Queensland Statute Reprints”
QUT Digital Collections
This copy is not an authorised reprint within the meaning of the Reprints Act 1992 (Qld).
This digitized copy of a Queensland legislation pamphlet reprint is made available for non-commercial educational and research purposes only. It may not be reproduced for commercial gain.
©State of Queensland
QLTEENsLAND
1
[Reprinted as at 1 February, 19871
(Acq~isition of Shares) (App~icat~on of Laws) Act 19
As amended by
ies ( ~ o n s ~ ~ u e n t ~ a l A ~ ~ n d ~ e n t s ) Act 1981, No. 111, Part IV
s. 14 commenced 1 July 1981 (see s. 2 (2) of Act and Proc. pubd. Gaz. 27 June 1981, p. 1709).
Part IV (except s. 14) commenced 1 July 1982 (see s. 2 (4) of Act and Proc. pubd.
Gaz. 29 June 1982, p. 2102).
s (Acqu~sition of Shares) (Application of Laws) n of Shares) (Application of Laws-
2 (see cl. 2 of Regulations pubd. Gaz. 29 June 1982, p. 2103 and Proc. pubd. Gaz. 29 June 1982, p. 2102).
uisition of Shares) (Application of Laws)
Commenced 1 January 1984 (see cl. 2 of Regulations pubd. Gaz. 24 December 1983,
1983
p. 1856 and Proc. pubd. Commonwealth Gaz. 16 December 1983, No. S324).
Companies (Acquisition of Shares) (Application of Laws) 1986
NOTE - (1) Under this Act the provisions of the Companies (Acquisition of Shares) Act 1980 (as amended) of the Commonwealth and of Regulations under that Act and under the Companies (Acquisition of Shares-Fees) Act 1980 of the Commonwealth apply, subject to certain amendments, as laws of Queensland.
(2) The Commonwealth Act and Regulations commenced on 1 July 1981 (see Commonwealth of Australia Gazettes 19 June 1981, No.Sll8 and 12 June 1981, No.S 1 13).
(3) The provisions of the Commonwealth Act and Regulations are published by the Government Printer pursuant to this Act as the Companies (Acquisition of Shares) (Queensland) Code, the Companies (Acquisition of Shares) (Queensland) Regulations and the Companies (Acquisition of Shares-Fees) (Queensland) Regulations.
2 s. 1 COMPANIES (ACQUISITION OF SHARES) s. 4 (APPLICATION OF LAWS) ACT 1981
Companies (Acquisition of Shares) (Application of Laws) (No. 2) 1986
C&nmenced 24 June 1986 (see cl. 2 of Regulations pubd. Gaz. 14 June 1986, pp. 1299-1300 and Proc. pubd. Commonwealth Gaz. 18 December 1986, No. PS49).
Companies (Acquisition of Shares) (A~plication of Laws) (No. 3) 1986
An Act relating to the application of laws to regulate the acquisition of shares in companies incorporated in Queensland and matters connected therewith, to amend The Companies Act of 1961, and for other purposes
[ASSENTED TO 12 JUNE, 198 11 BE IT ENACTED by the Queen’s Most Excellent Majesty, by and with the advice and consent of the Legislative Assembly of Queensland in Parliament assembled, and by the authority of the same, as follows:-
1. Short title. This Act may be cited as the Companies (Acquisition of Shares) (Application of Laws) Act 1981.
Collective title conferred by Act of 1981, No. 11 1, s. 10 (2).
m e n c e ~ e ~ t . This Act shall come into operation on a date to be fixed by Proclamation.
Commenced 1 July 1981 (Proc. pubd. Gaz. 27 June 1981, p. 1709).
3. Interpretation. (1) In this Act, unless the contrary intention
“Agreement” means the agreement made on 22 December 1978 between the Commonwealth and the States in relation to a proposed scheme for the co-operative regulation of companies and the securities industry or, if that agreement is or has been amended or affected by another agreement, that agreement as so amended or affected;
“Commission” means the National Companies and Securities Commission established by the National Companies and Securities Commission Act 1979 of the Commonwealth;
“Ministerial Council” means the Ministerial Council for Companies and Securities established by the Agreement;
“the applied provisions” means the provisions applying by reason of sections 4 and 6;
“the Commonwealth Act” means the Companies (Acquisition of Shares) Act 1980 of the Commonwealth.
(2) In this Act, a reference to a Commonwealth Act shall be construed as including a reference to that Act as amended and in force for the time being and to an Act passed in substitution for that Act.
(3) The provisions of the Interstate Corporate Affairs Agreement do not apply to or with respect to the applied provisions or the administration of the applied provisions.
4. A p ~ l i c a t i o ~ of law relating to acquisition of shares. Subject to this Act, the provisions of the Commonwealth Act (other than sections
1, 2, 3, 4 and 5) apply- appears-
(a) as if amended as set out in Schedule 1; and
s. 5 COMPANIES (ACQUISITION OF SHARES) s. 6 3 (APPLICATION OF LAWS) ACT 1981
(b) subject to and in accordance with the Companies and Secu r it ies (Interpret at ion a n d Miscellaneous Pro visions) (Application of Laws) Act 1981,
as laws of Queensland.
except as provided by section 5. Exclusion. (1) The provisions applying by reason of section 17, operate to the exclusion of- 4, (a) Part VIB of, and the Tenth Schedule to, The Companies (b) the Company Take-overs Act 1979 other than section 59 of (2) The provisions of subsection (1) do not, unless the contrary (a) revive anything not in force or existing at the time at which the exclusion of the provisions of Part VIB of, and the Tenth Schedule to, The Companies Act of 1961 or, as the case may be, of the Company Take-overs Act 1979 takes effect;
(b) affect the previous operation of that Part or Schedule or of the Company Take-overs Act 1979 or anything duly done or suffered under that Part or Schedule or under the Company
Take-overs Act 1979;
(c) affect any right, privilege, obligation or liability acquired or incurred under that Part or Schedule or under the Company
Take-overs Act 1979;
(d) affect any penalty, forfeiture or punishment incurred in respect of any offence committed against that Part or Schedule or against the Company Take-overs Act 1979; or
(e) affect any investigation, legal proceeding or remedy in respect of any such right, privilege, obligation, liability, penalty forfeiture or punishment,
and any such investigation, legal proceeding or remedy may be instituted, continued or enforced and any such penalty, forfeiture or punishment may be imposed as if subsection (1) had not been enacted.
(3) Except for the purposes of subsection (2) and section 17 and notwithstanding any other enactment, the provisions of the Company Take-overs Act 1979 cease, on the commencement of this Act, to be incorporated with, and that Act shall not be read as one with, The Companies Act of 1961.
Act of 1961; and that Act.
intention appears-
As amended by Act of 1981, No. 111, s. 11.
6. Application of regulations relating to acquisition of shares. Subject to this Act, the provisions of regulations in force for the time being under the Commonwealth Act (other than provisions providing for the citation or commencement of the regulations) apply-
(a) as if amended as set out in Schedule 2; and
4 s. 7 COMPANIES (ACQUISITION OF SHARES)
(APPLICATION OF LAWS) ACT 1981 s. 9
(b) subject to and in accordance with the Companies and Securities (Interpretation and Miscellaneous Provisions) (Application of Laws) Act 1981,
as regulations made under the provisions applying by reason of section 4.
7. Incorporation in Companies (Queensland) Code. (1) The provisions applying by reason of section 4 are incorporated with, and shall be read as one with, the Companies (Queensland) Code.
(2) The provisions applying by reason of section 6 are incorporated with, and shall be read as one with, regulations applying under the Companies (Queensland) Code.
Substituted by Act of 1981, No. 11 1, s. 12.
8. Operation of Companies (Queensland) Code. For the purposes of the operation of the Companies (Queensland) Code and regulations applying under that Code and the performance of functions and the exercise of powers under that Code or those regulations, with respect to the provisions of, or matters relating to or arising under, the applied provisions-
(a) references in that Code or those regulations to documents submitted to, or lodged with, the Commission shall be construed as references to documents submitted to, or lodged with, the Commission under the applied provisions; and (b) references in those regulations to the Companies (Queensland)
Code shall, in accordance with section 7 (1) be construed as references to that Code with the incorporation of, and as read as one with, the provisions applying by reason of section 4.
Substituted by Act of 1981, No. 11 1, s. 12.
9. Fees payable. ( 1 ) There shall be paid to the Commissioner for Corporate Affairs for Queensland, for and on behalf of the State, for or in respect of-
(a) the lodgment of documents with the Commission under the applied provisions;
(b) the registration of documents under the applied provisions or the inspection or search of registers kept by, or documents in the custody of, the Commission under the applied provisions;
(c) the production by the Commission, pursuant to a subpoena, of any register kept by, or documents in the custody of, the Commission under the applied provisions;
(d) the issuing of documents or copies of documents, the granting of consents or approvals or the doing of other acts or things by the Commission under the applied provisions;
(e) the making of inquiries of, or applications to, the Commission in relation to matters arising under the applied provision;
s. 10 COMPANIES (ACQUISITION OF SHARES) s.10 5 (APPLICATION OF LAWS) ACT 1981
and
examination by the Cornmission,
(f) the submission to the Commission of documents for such fees (if any) as are prescribed by regulations in force for the time being under the Companies (Acquisition of Shares-Fees) Act 1980 of the Commonwealth and specified in the Schedule to those regulations as if amended as set out in Schedule 3 and as if, unless the contrary intention appears, expressions used had the same respective meanings as in the applied provisions.
(2) Where a fee is payable to the Commissioner for Corporate Affairs for Queensland for and on behalf of the State under subsection (1) for or in respect of the lodgment of a document with the Commission and the document is submitted for lodgment without payment of the fee, the document shall be deemed not to have been lodged until the fee has been paid.
(3) Where a fee is payable to the Commissioner for Corporate Affairs for Queensland for and on behalf of the State under subsection (1) for or in respect of any matter involving the doing of any act or thing by the Commission, the Commission shall not do that act or thing until the fee has been paid.
(4) This section has effect notwithstanding anything contained in the applied provisions.
( 5 ) Nothing in this section prevents the Commissioner for Corporate Affairs for Queensland for and on behalf of the State from-
(a) waiving or reducing, in a particular case or classes of cases, fees that would otherwise be payable pursuant to this section;
or
(b) refunding in whole or in part, in a particular case or classes of cases, fees paid pursuant to this section.
(6) In this section, unless the contrary intention appears, the expressions used have the same respective meanings as in the applied provisions.
As amended by Regulations published Gazette 26 September 1981, p. 391 (as from 1 October 1981).
10. Amendment of regulations pursuant to Agreement. (1) Where, under the Agreement, the Ministerial Council approves a proposed amendment of regulations in force for the time being under the Commonwealth Act or the Companies (Acquisition of Shares-Fees) Act 1980 of the Commonwealth and, upon the expiration of six months after the date on which the Ministerial Council so approved, the amendment has not been made or has been made and is subject to disallowance or has ceased to be in force by disallowance or for any other reason, the Governor in Council may make regulations i n accordance with the proposed amendment approved by the Ministerial Council amending the provisions of regulations applying by reason of
6 s . 1 1 COMPANIES (ACQUISITION OF SHARES) s. 12 (APPLICATION OF LAWS) ACT 1981
section 6 or the regulations referred to in section 9, as the case may be.
(2) Regulations made by the Governor in Council under subsection (1) may amend Schedule 2 or 3, as the case may be, and that Schedule as so amended shall be Schedule 2 or 3, as the case may be, to this Act.
(3) In this Act-
(a) a reference to provisions of regulations applying by reason of section 6 includes a reference to provisions as so applying as amended in accordance with this section; and
(b) a reference to fees prescribed by regulations under the Companies (Acquisition of Shares-Fees) Act 1980 of the Commonwealth includes a reference to those regulations as amended in accordance with this section.
ubli~ation of CO
Code. (1) The Minister may from time to time authorize the publication by the Government Printer of the provisions of the Commonwealth Act (other than sections 1, 2, 3, 4 and 5), amended as set out in Schedule
1 and in operation, or to come into operation, in Queensland.
(2) A document published under subsection (1)-
shall include the headings and sections set out in Schedule 4;
shall include a notification of the date, or dates, on which the several provisions set out in the document came, or come, into operation in Queensland;
shall include a statement of the date on which the Minister authorized the publication; and
may be cited as the Companies (Acquisition of Shares) (Queensland) Code.
(3) A document that is or purports to be a copy of the Companies (Acquisition of Shares) (Queensland) Code that has been, or purports to have been, published in accordance with this section is prima facie evidence of the provisions of the Commonwealth Act applying by reason of section 4 as in operation, or to come into operation, in Queensland as notified in the document in accordance with paragraph (b) of subsection (2).
12. Publication of C o ~ ~ ~ n i ~ $ ( A ~ q u ~ $ i ~ i o ~ of Shares) ( egulations. (1) The Minister may from time to time a
publication by the Government Printer of the provisions of regulations under the Commonwealth Act (other than provisions providing for the citation or commencement of the regulations) amended as set out in Schedule 2 and in operation, or to come into operation, in Queensland.
(a) shall include the headings and provisions set out in Schedule (2) A document published under subsection (1)-
5 ;
COMPANIES (ACQUISITION OF SHARES) (APPLICATION OF LAWS) ACT 1981
shall include a notification of the date, or dates, on which the several provisions set out in the document came, or come, into operation in Queensland;
shall include a statement ofthe date on whic
the ~ o m p a n i e § ( A c ~ ~ i s i t i o n of Shares)
e evidence of the ation, or to come
p r ~ v i s i o ~ s set out in 6;
(a) provisions that by reason of-
(i) the enactment o f a Act of the Commonwealt the Commonwealt
(ii) the operation of section 4 (including the operation, if applicable, of Schedule 1 >,
apply, or will apply, as laws of
8 s.15 COMPANIES (ACQUISITION OF SHARES)
(APPLICATION OF LAWS) ACT 1981 s. 15
(b) provisions that by reason of-
(i) regulations under the Commonwealth Act; and
(ii) the operation of section 6 (including the operation, if apply, or will apply, as regulations made under the provisions applying by reason of section 4; or
applicable, of Schedule 2),
(c) fees that by reason of-
(i) regulations under the Companies (Acquisition of Shares- (ii) the operation of section 9 (including the operation, if
Fees) Act 1980 of the Commonwealth; and applicable, of Schedule 3),
are or will be, payable under that section.
(2) A document published under subsection (1) shall include a notification of the date, or dates, on which the provisions or fees set out in the document came, or come, into operation in Queensland.
(3) A document that has been or purports to have been published in accordance with this section is prima facie evidence of provisions or fees referred to in subsection (1) set out in the document.
.
~ ~ t e r p ~ e ~ t i o n of r e f e r e ~ ~ e s to the applied provi$ion$. (1) Unless the contrary intention appears, in this or any other Act or in a regulation or other instrument made under this or any other Act or in any other document made by or under the authority of, or for the purposes of, a law of Queensland-(a) a reference to the Companies (Acquisition of Shares) (Queensland) Code is a reference to the provisions of the Commonwealth Act applying by reason of section 4;
(b) a reference to a provision of that Code is a reference to the corresponding provision of the Commonwealth Act as so (c) a reference to the Companies (Acquisition of Shares) (Queensland) Regulations is a reference to the provisions of regulations in force under the Commonwealth Act applying by reason of section 6;
(d) a reference to a provision of those regulations is a reference to the corresponding provision of the regulations in force under the Commonwealth Act as so applying;
(e) a reference to the Companies (Acquisition of Shares-Fees) (Queensland) Regulations is a reference to the Schedule to regulations prescribing fees under the Companies (Acquisition ofShares-Fees) Act 1980 of the Commonwealth as referred to in section 9; and
(f) a reference to a provision of that Schedule is a reference to the corresponding provision of the Schedule to regulations in force under that Act as referred to in section 9.
applying;
s. 16 COMPANIES (ACQUISITION OF SHARES) s.1’9 9 (APPLICATION OF LAWS) ACT 1981
(2) In subsection (l), “provision” includes Part, Division, section, subsection, paragraph, subparagraph, Schedule, form, regulation, clause, subclause or other division.
ent sf certain
uncil. Where, der the Agreement, the M al ovisions in ~~~Q~~~~~~ it^
(a) approves-
(i) a proposed amendment of the Commonwealth Act;
(ii) regulations proposed to be made under the Commonwealth Act (whether or not amending other regulations);
(iii) a proposed amendment of .the Companies (Acquisition of Shares-Fees) Act 1980 of the Commonwealth; or
(iv) regulations proposed to be made under that Act (w or not amending other regulations); and
(b) approves proposed regulations to be made under this Act in connexion with the operation of the proposed amendment or regulations referred to in paragraph (a),
the Governor in Council may make regulations amending
2 or 3 or section 9, as the case may be, in accordance with that approval, and that Schedule or section as so amended shall be Schedule 1, 2 or
3 or section 9, as the case may be, of this Act.
e-~vers Act, (1) Subject to the
interim take-over 1 superseded take-over
laws, a take-over offer in relati rnpany was d i s p a t c ~ e ~ before 27 November, 1979, and the period during which the take-over offer was to remain open, or, in the case of a take-over offer
by an invitation the period which the invitation was e remain open, had not expire fore the date of commence Act-
(a) this Act, other than this section, does not apply to or in (i) the acquisition of shares in the company pursuant to the (ii) any other acquisition of shares in the company during
relation to-
take-over offer; or
the period during which the take-over offer was to open, or, in the case of a take-over offer consti an invitation, the period for which the invitat
expressed to remain open, by the offeror or invitor who dispatched the take-over offer; and
(b) the superseded take-over laws continue to apply to an relation to any offers or invitations to acquire shares in the company, being offers or invitations referred to in paragraph (a).
10 8.17 COMPANIES (ACQUISITION OF SHARES) s. 89 (APPLICATION OF LAWS) ACT 198 1
here, pursuant to the interim take-over laws an offer to acquire (a) d i s p a t ~ h e ~ by or on behalf of an offeror under a take-o~er
a n n o ~ ~ ~ e m e n t to be made on
IT in relation to that ~ o ~ ~ a n y ,
04
shares in a company was-
scheme in relation to that company; or
an this section,
er scheme QP the take~ov ion of shares in t
(iii) any other acq~isition of shares in th same class as the shares to which th
OF ~ ~ ~ e m e n t relates, du
or
the ~ ~take-over laws continue t e ~ ~to apply to an ITelat~on to---
e take-over sche e or the take-over (ii) any ~ c ~ ~ ~ $ i t i o n referred to in
s. 18 COMPANIES (ACQUISITION OF SHARES) s.18 1 1 (APPLICATION OF LAWS) ACT 1981
those expressions have in Pari VIB of The Companies Act of1961 or, as the case requires, as those ex
in the Company Take-overs Act 1979.
es * (1)
(4
re as the
as amended by this Act may be cited as t
660r, w i t ~ i n the meaning 1979 or section 42 o f t Code, to a dissenting
(3) Section 6 9 ~ of the rincipal Act is amen (2) omitting the expression 14 days” and substi b62 days”.
(4) Section \ , 6% o f t h e rincipal Act is amen itting the words “fourteen
( 5 ) Section 6 9 ~ ~f the (2) omitting the expressio Y2 days”.
(6) Section 122 of th (c) of subsection (1) omit y Take-overs Act ction 44 ofthe CO
ng provision
Companies (Acquisition monWeaith99.
( 7 ) Section 127 of the rincipal Act is a m ~ n d e d by in p a r a g ~ a ~ (c) of subsection (1) inserti after the word “Schedule” the words 6L, the Company Take-overs Act 1979 or the Companies (Acquisition of Shares) (Queensland) Code”.
(8) Section 129 of the Principal Act is amended by in subsection (2) inserting after the expression “Part WB” the words “, the Company Ice-overs Act 1979 or the Companies (Acquisition of Shares)
eensland) Code”.
(9) Section 185 of the Principal Act is amende by in s u ~ s ~ c t i o ~ (a) redesignating subparagraphs (i), (ii) and (iii) as subparagraphs
(b) omitting the word “or” appearing at the end of subparagraph (+--
(a), (b) and (c) respectively;
(b) as redesignate& and
12 s.18 COMPANIES (ACQUISITION OF SHARES) s. 18 (APPLICATION OF LAWS) ACT 1981
(c) inserting after subparagraph (c) as redesignated the following sub paragraphs-
( 6 .
7
(d) a scheme involving the acquisition of shares in a company as a result of the acceptance of offers to acquire those shares made under a take-over scheme in relation to that company as referred to in section 16 of the Companies (Acquisition of Shares) (Queensland) Code; or
(e) a scheme involving the acquisition of shares in a listed public company where the shares are acquired as a result of the acceDtance of offers made in accordance with section 17 of the Companies (Acquisition of Shares) (Queensland) Code”.
(10) Section 354 of the Principal Act is amended by in subsection (8) omitting the expression “or section 42 of the Company Take-overs Act 1979” and substituting the expression “of this Act or section 42 of the Company Take-overs Act 1979 or section 42 of the Companies (Acquisition of Shares) (Queensland) Code”.
Sch. 1 COMPANIES (ACQUISITION OF SHARES) (APPLICATION OF LAWS) ACT 1981
Sch. 1 13
SCHEDULES
SCHEDULE 1 (s.4)
As amended by Act of 1981, No. 1 1 1, ss. 13, 14; and regulations published Gazette 24 December 1983, p. 1856; 5 April 1986, p. 1412; 14 June 1986, pp. 1299-1300; 5 July
1986, p. 1951.
The provisions of the Commonwealth Act apply as if-
1. Unless inconsistent with another provision of this Schedule- (a) for the expression “Companies Act 1981” in the Commonwealth Act (wherever occurring) there were substituted the words “Companies (Queensland) Code”;
(b) for the words ‘“the Territory” in the Commonwealth Act (wherever occurring) there were substituted the word “Queensland”;
(c) for the words “this Act” in the Commonwealth Act (wherever occurring except where occurring in conjunction with the words
“commencement of ’) there were substituted the words “this Code”;
(d) for the words “commencement of this Act” in the Commonwealth Act (wherever occurring) there were substituted the expression b‘commencement of the Companies (Acquisition of Shares) (Application of Laws) Act 1981”; and
(e) for the words “law of a State or of another Territory” and “law of a State or another Territory” in the Commonwealth Act (wherever occurring) there were substituted the words “law in force in another State or in a Territory”.
As amended by Act of 1981, No. 1 1 1, ss. 13 (a), 14 (a).
2. In section 6 of the Commonwealth Act-
(a) before the definition of “company” there were inserted the
‘‘ “Companies (Acquisition of Shares) (Queensland) Code” or
“Code” means the provisions applying by reason of section 4 of the Companies (Acquisition of Shares) (Application of Laws) Act I981 ;”;
(b) in the definition of “convertible note” after khe expression
“1 936” there were inserted the words “of the Commonwealth as amended and in force for the time being”; and
(c) after the definition of “recorded” there were inserted the following definition-
“ “regulations” means the provisions applying as regulations made under this Code by reason of section 6 of the Companies (Acquisition of Shares) (Application of Laws) Act 1981;”.
following definition-
14 Sch. P COMPANIES (ACQUISITIQN OF SHARES) (APPLICATION OF LAWS) ACT 1981
Sch. 1
2 ~ . After section 6 of the Commonwealth Act there were inserted the following section:-
‘%A. In this Code-
(a) a reference to a previous law, or provision of a previous eensland or of the State includes ies Act of law, or previous enactment, of
corresponding to, 011- to a provi
a reference to, or to a provision of, The CO 1961 and the Company Take-overs
(b) a reference to a previous law, or law, or previous enactment, o f a Sta
or of another State ~ o ~ e s p o n d i n g to, or to a provision des a reference to, 0% to a p~ovision of, t
nding to The Companies Act 1961 or the CQ e-overs Act 1979.”.
Inserted by Act of 1981, No. I 1 1, s. 14 (6).
2 ~ . In section $A
“1 985” there were in
of the C o m ~ o n w e a ~ t h A ed the words ““of the CO
after the expression
Inserted by Regulations published Gazette 5 April 1986, p. 1412.
~ B A . In section 16 s f t
t 1980” there were
Inserted by Regulations published Gazette 14 June 1986, pp. 1299- 1300.
2c. In section 18 (2c) o f the CO onwea~th Act after the ex
“of the Com~onwealth9 .
“1985” there were i n s e ~ e ~ the w
Inserted by Regulations published Gazette 5 April 1986, p. 1412.
2 ~ . In section 2 5 ~ o f t h e Corn onwealth Act- (a) in subsection @), after the expression “
inserted the words “of the ~ o m m o ~ w e a ~ t and
(b) in paragraph (a) of subsection (4), after the ex
“1 986” there were inserte the words ‘ Commonwealth”.
86” there were
Inserted by Regulations published Gazette 14 June 1986, pp. 1299-1 300.
3. In section 28 (7) of the Commonwealth Act-
(a) for the words “stock exchange in a State or in another Territory”
re were substituted the words “stock exchange in a State other than eensland or in a Territory”; and
(b) for the words “other Territory” there were substituted the word
“Territory”.
Sch. P COMPANIES (ACQUISITION OF SHARES) (APPLICATION OF LAWS) ACT 198 1
~ A A . In section 3 1 ~ of the Commonwealth Act-
(a) in subsection (2), after the expression “1986” there were inserted the words, “of the Commonwealth”;
and
agraph (a) of subsection (41, after the expression
” there were inserted the words “of the C ~ m m o n w e a l t h ~ ~ .
Inserted by Regulations published Gazette 14 June 1986, pp. 1299-1 300.
3 ~ . In section 38 (4) of .the C o m ~ o n w e a ~ t ~ Act- (a) for the words “law of the
words “‘law in force in the place”; a
(b) for the words ‘“law of a lace” there were s~b§tituted t
“law in force in the place”.
ce” there were s u ~ § t i ~ u ~ e
Inserted by Act of 1981, No. 11 1, s. 13 (b).
4. In section 42 o f t h e ~ o m m o n ~ e a ~ t h Act- (a) in subsectiQn (1
the Unclaimed Moneys ublic Trustee”;
(b) in subsection (15)-
for the exprcssio rdinance 1950” t
and
n a n d ’ there were s u b s t i t ~ ~ e Trustee Act 1978”;
(i) for the exp~ession “ inister a d ~ i n i s t e ~ n ~ t knance 1950” there were su
(ii) for the words “that (d) in subsection (18)-
“the Public Trustee”; and
on ‘ 6 ~ o ~ ~ o n w e ~ l t h nor the eys Ordinancc 1950” there
Public Trustee”; an
(ii) for the words “that inister” (where they twice occur) there were substituted in each case the words “the Public Trustee”.
4 ~ . In section 49 (6) of the Commonwealth Act for the words “of that Act” (wherever occurring) there were substituted the words “of that Code”.
Inserted by Regulations published Gazette 24 December 1983, p. 1856.
16 Sch. 1 COMPANIES (ACQUISITION OF SHARES) Sch. 1 (APPLICATION OF LAWS) ACT 198 1
5. In section 53 ( 5 ) of the Commonwealth Act for the expression
“section 5 of this Act” there were substituted the expression “section 5 of the Companies (Acquisition of Shares) (Application of Laws) Act 1981”.
5 ~ . In section 53 of the Commonwealth Act- substituted the words “that Code”; and inserted the words “of the Commonwealth”.
(a) in sub-section (5) (b) for the words “that Act” there were (b) in sub-section (6) after the expression “1 985” there were
Inserted by Regulations published Gazette 5 April 1986, p. 1412.
6. In section 56 (1) and (2) of the Commonwealth Act, for the expression
“,
or of a regulation made for the purposes of sub-section 62 (3) or (4),” there were substituted the words “or of the regulations”.6 ~ . In section 56 ( 1 ~ ) of the Commonwealth Act after the expression
“1 986” there were inserted the words “of the Commonwealth”.
Inserted by Regulations published Gazette 5 July 1986, p. 1951.
7. Sections 62 of the Commonwealth Act were repealed.
8. In paragraph (e) of clause 2 of Part B of the Schedule to the Commonwealth Act for the words “of that Act” there were substituted the words “of that Code”.
As amended by Regulations published Gazette 5 April 1986, p. 1412.
Inserted by Regulations published Gazette 24 December 1983, p. 1856.
8 ~ . In clause 3 of Part B of the Schedule to the commonwealth Act for the words “that Act” (wherever occurring) there were substituted the words “that Code”.
Inserted by Regulations published Gazette 5 April 1986, p. 1412.
9. In paragraph (e) of clause 2 of Part D of the Schedule to the Commonwealth Act for the words “of that Act” there were substituted the words “of that Code”.
Inserted by Regulations published Gazette 24 December 1983, p. 1856.
10. In clause 3 of Part D of the Schedule to the Commonwealth Act for the words “that Act” (wherever occurring) there were substituted the words “that Code”.
Inserted by Regulations published Gazette 5 April 1986, p. 1412.
Sch. 2 COMPANIES (ACQUISITION OF SHARES)
(APPLICATION OF LAWS) ACT 1981 Sch. 2 17
SCHEDULE 2 ( S . 6)
As amended by Regulations published Gazette 29 June 1982, p. 2103.
The provisions of regulations in force for the time being under the Commonwealth Act apply as if in those regulations-
1. For the words “the Act” (wherever occurring) there were substituted the words “the Code”.
2. For the expression “Companies (Acquisition of Shares) Act 1980”
(wherever occurring) there were substituted the expression “Companies (Acquisition of Shares) (Queensland) Code”.
3. For the words ‘Supreme Court of the Australian Capital Territory”
(wherever occurring) there were substituted the words “Supreme Court of Queensland”.
4. For the expression “Companies Act 1981” (wherever occurring) there were substituted the words ‘“Companies (Queensland) Code”.
Inserted by Regulations published Gazette 29 June 1982, p. 2103.
5. For the words “Companies egulations” (wherever occurring) there were substituted the words “Companies (Queensland) Regulations”.
Inserted by Regulations published Gazette 29 June 1982, p. 2103.
18 Sch. 3 COMPANIES (ACQUISITION OF SHARES)
(APPLICATION OF LAWS) ACT 1981 Sch. 3
SCHEDULE 3
The provisions of regulations in force for the time Companies {Acquisition of Shares-Fees) Act I980 of the
ly as if in those regulations-
1. For the words “the Act” (wherever occurring s “the Compmies (Acquisition ofShares)
Sch. 4 COMPANIES (ACQUISITION OF SHARES) Sch. 4 19 (APPLICATION OF LAWS) ACT 1981
CHEDULE 4 (s. 11)
The fQ~lowing headings and sections shall be included in the publication of the p ~ o ~ i § i o n § of the ~ Q ~ ~ Q n w e a l t h Act under Section
1 I-
“‘c
ELAlffPNG TO THE ACQUEITION OF SHARES IN ~ O ~ ~ A N ~ E ~ INCORPORATED IN QUEENSLAND AND MATTERS CONNECTED
~ ~ E R ~ ~ ~ ’ ~ H ~
20 Sch. 5 COMPANIES (ACQUISITION OF SHARES)
(APPLICATION OF LAWS) ACT 1981 Sch. 5
SCHEDULE 5 (s. 12)
The following headings and provisions shall be included in the publication under section 12 of the provisions of regulations in force for the time being under the Commonwealth Act-
“COMPANIES (ACQUISITION OF SHARES) (QUEENSLAND) REGULATIONS
1. (1) These Regulations may be cited as the Companies (Acquisition of Shares) (Queensland) Regulations.
(2) These Regulations shall come into operation on the day on which the Companies (Acquisition of Shares) (Application of Laws) Act I981 comes into operation.
egulations have effect subject to and in accordance with-
(a) the Companies (Acquisition of Shares) (Application of Laws) Act 1981; and
(b) the Companies and Securities (Interpretation and Miscellaneous Provisions) (Application of Laws) Act I981 .”.
Sch. 6 COMPANIES (ACQUISITION OF SHARES)
(APPLICATION OF LAWS) ACT 1981 Sch. 6 21
SCHEDULE 6 (s. 13)
The following headings and provisions shall be included in the publication under section 13 of the Schedule to regulations in force for the time being prescribing fees under the Companies (Acquisition of Shares-Fees) Act 1980 of the Commonwealth-
“COMPANIES (ACQUISITION OF SHARES-FEES) (QUEENSLAND) REGULATIONS
1. These Regulations may be cited as the Companies (Acquisition of Shares-Fees) (Queensland) Regulations.
2. These Regulations shall come into operation on the day on which the Companies (Acquisition of Shares) (Application of Laws) Act 1981 comes into operation.
3. These Regulations have effect subject to and in accordance with- (a) the Companies (Acquisition of Shares) (Application of Laws)
Act 1981; and
(b) the Companies and Securities (Interpretation ana’
Miscellaneous Provisions) (Application of Laws) Act 1981.
4. The fees payable for the purposes of section 9 of the Companies (Acquisition of Shares) (Application of Laws) Act 1981 are the fees specified in the Schedule in relation to the respective matters so specified.
SCHEDULE Fees”.
BY AUTHORITY
S . R. HAMPSON, GOVERNMENT PRINTER, QUEENSLAND- I987
75009 (rju125)-3/87
TO THE
A
Acquisition of shares-
application of law relating to . . . s . 4 . . .
application of regulations relating to . . . 6 . . .
interpretation of . . . 3 . . .
short title of . . . I . . . Act- Agreement- Governor in Council may make regulations amending Schedules pursuant to . . . 16 . . .
meaning of term . . . 3 . . .
Amendment of- certain provisions in accordance with approval of Ministerial Council . . . 16 . . .
regulations pursuant to Agreement . . . 10 . . .
interpretation of references to . . . 15 . . .
meaning of term . . . 3 . . . Applied provisions-
Commencement of Act- take-overs pending at
meaning of term .
fees payable t o . . . . .
Companies (Acquisition of Shares) (Queensland) Code to be included in provisions of . . . incorporation in Companies (Queensland) Code of provisions of meaning of term . . . provisions of, to apply to acquisition of shares . . . references to other Acts to be references to . . . references to regulations to be references to regulations made
under . . . Commission-
Commissioner for Corporate Affairs for Queensland-
Commonwealth Act-
Companies Act 1961-
consequential amendment of . . . provisions of Commonwealth Act to operate to exclusion of parts
of. . . . when Company Take-overs Act 1979 ceases to be incorporated
with . . .
17
3
9
Sch. 4 . . . s . 7 . . . 3 . . . 4, Sch. 1 . . . s. 15 ( I ) (a), (b) . . . . 15 (1) (e), (0 . . . .
18 . . . 5 ( 1 ) . . . . . . 5 ( 3 ) . . . . . .
Page
2 3
2 2
9 2
9 5
8 2
19 4 2 2 , 13 8 8
11 3 3
24 INDEX
Companies (Acquisilion of Shares) Act 1980 . See Commonwealth Act .
Companies (Queensland) Code-
incorporation in. of provisions of Commonwealth Act . . . operation of . . . Companies (Acquisilion of Shares) (Queensland) Code-
publication of . . . reference to, to be reference to provisions of Commonwealth Act
publication of . . . reference to. to be reference to regulations under Commonwealth
Act . . . Companies (Acquisition of Shares-Fees) (Queensland) Regulations-
reference to, to be reference to regulations under Commonwealth Act . . . Companies (Acquisition of Shares) (Queensland) Regulations-
publication of . . .
Company Take-overs Act 1979-
provisions of Commonwealth Act to operate to exclusion of . . . . . when ceases to be incorporated with the Companies Act 1961 . .
not to affect operation of, in certain particulars
s . 7 . . . 8 . . .
11 . . . I5 (1) (a). (b) . . . .
12 . . . 15 (1) (c). (d) . . . .
13 . . . 15 (1) (e). (0 . . . .
5 (1) . . . 5 (2) . . . 5 (3) . . .
Exclusion . . . 5 . .
Fees payable to Commissioner for Corporate Affairs . . . 9 . . .
G
Governor in Council-
may make regulations in accordance with approval by Ministerial
Council . . . ss . l O ( 1 ) , 16
I
Incorporation in Companies (Queensland) Code Interim take-over laws-
meaning of term for the purposes of s . 17 Interpretation of references to applied provisions
. . . s . 7
17 (3). (9) . . . 15 . . .
Meaning of terms-
agreement . . . applied provisions . . . Commission . . . Commonwealth Act . . . interim take-over laws . . . Ministerial Council . . . provision for the purposes of s . 15 ( I ) . . . superseded take-over laws . . .
3 . . . 3 . . . 3 . . . 3 . . .
Page
4 4
6 8
6 8
7 8
3 3 3
3
4
5. 9
4
10 8
2 2 2 2 10
2 9 10
INDEX 25
Minister-
may authorize publications . . .
Ministerial Council-
amendment of certain provisions in accordance with approval of meaning of term . . .
P
Provision-
meaning of term for the purposes of s. 15 ( I ) . . . . Publication of-
amended code or regulations . . . Companies (Acquisition of Shares) (Queensland) Regulations . . Companies (Acquisition of Shares-Fees) (Queensland)
Regulations . . . Companies (Acquisition of Sharesj (Queenslanq Code . . .
Regulations-
made pursuant to agreement-
Governor in Council may amend Sch. 2 or Sch. 3 of Act by Governor in Council may make regulations in accordance
with . . . under Commonwealth Act-
application of, to acquisition of shares to be included in provisions of
. . . Companies (Acquisition of Shares) (Queensland) Regulations
. . . Under Companies (Acquisition of Shares-Fees) Act 1980-
application of . . . companies (Acquisition of Shares-Fees) (Queensland) Regu-
lations to be included in provisions of . . .
S
Schedules
Short title of Act . . . Superseded take-over laws-
meaning of term for the purposes of s. 17
T
Take-overs pending at commencement of Act
ss. 1 1 (I), 12 ( I ) , 13 ( I ) , 14 ( I ) . .
6, Sch. 2 . . . Sch. 5 . . . Sch. 3 . . . Sch. 6 . . .
Sch. 1-6 . . . s . 1 . . .
17 (b) . . .
17 . . .
BY AUTHORITY
S. R. HAMPSON, GOVERNMENT PRINTER, QUEENSLAND-I987
Page
6, 7 9 2
9
6
5 3, 17 20
18 21
13-2 I 2 I O
9
75009 (lju125) 10/87
