Commonwealth Consolidated Acts

COMMONWEALTH SERUM LABORATORIES ACT 1961 - SECT 19B

             (1)  In this Part, unless the contrary intention appears:

"administering body" , in relation to a CSL body, means:

                     (a)  a liquidator or provisional liquidator of the CSL body; or

                     (b)  a receiver, receiver and manager, or other controller, of property of the CSL body; or

                     (c)  an administrator of the CSL body; or

                     (d)  an administrator of a deed of company arrangement executed by the CSL body; or

                     (e)  an administrator (if any) of a compromise or arrangement entered into by the CSL body;

under the Corporations Act 2001 .

"associate" , in relation to a person, has the meaning it would have under Division 2 of Part 1.2 of the Corporations Act 2001 as in force on the commencement of that Act if that Division as so in force were, subject to the following modifications, still in force:

                     (a)  section 12 of that Act as then in force were modified by omitting paragraphs (1)(b) and (c) and substituting the following word and paragraph:

                       "or (b)  whether the primary person is in a position to exercise certain powers in relation to a body corporate;"; and

                     (b)  sections 13 and 14 of that Act as then in force were disregarded.

"Australian body corporate" means a body corporate that:

                     (a)  is incorporated by or under a law of the Commonwealth or of a State or Territory; and

                     (b)  is substantially owned and, in the opinion of the directors of CSL at the time the matter is considered, effectively controlled by persons who are:

                              (i)  Australian individuals; or

                             (ii)  Australian government bodies; or

                            (iii)  bodies corporate that have been determined to be Australian bodies corporate under a previous application of this definition; or

                            (iv)  Australian fund managers.

"Australian citizen" has the same meaning as in the Australian Citizenship Act 2007 .

"Australian fund manager" means the trustee or manager of a fund in which the total interests of Australian individuals, Australian government bodies and Australian bodies corporate represent at least 60% of the total interests in the fund.

"Australian government body" means:

                     (a)  the Commonwealth, a State or a Territory; or

                     (b)  a Commonwealth, State or Territory authority; or

                     (c)  a local government body (whether incorporated or not) formed by or under a law of a State or a Territory; or

                     (d)  a person who is a nominee of a body mentioned in paragraph (a), (b) or (c).

"Australian individual" means an individual who is an Australian citizen or is ordinarily resident in Australia.

"Australian person" means:

                     (a)  an Australian individual; or

                     (b)  an Australian government body; or

                     (c)  an Australian body corporate; or

                     (d)  an Australian fund manager.

"Court" means the Federal Court of Australia.

"CSL" means the body corporate known before the sale day as CSL Limited by whatever name called, and in whatever form that body corporate takes, from time to time.

"CSL body" means CSL or a CSL subsidiary.

"CSL subsidiary" means a body corporate that is a subsidiary of CSL.

"foreign-held voting shares" means:

                     (a)  voting shares that are acknowledged in writing by the registered owner of those shares to be shares in which a foreign person has a relevant interest; or

                     (b)  voting shares that the directors of CSL have, after reasonable inquiries, declared to be shares in which a foreign person has a relevant interest.

"foreign person" means a person who is not an Australian person.

"head office" , in relation to CSL, means the place of business of CSL where central management and control are exercised.

"mandatory article" means a provision included in CSL's articles of association in accordance with section 19C.

"registered owner" , in relation to a share, means the person who appears in the register of members as the holder of the shares.

"register of members" has the same meaning as in the Corporations Act 2001 .

"sale day has the same meaning as in the CSL Sale" Act 1993 .

"share" , in relation to a body corporate, means a share in the body corporate's share capital.

"voting share" has the same meaning as in the Corporations Act 2001 .

             (2)  For the purposes of this Part, a body corporate is substantially owned by:

                     (a)  Australian individuals; or

                     (b)  Australian government bodies; or

                     (c)  bodies corporate that have been determined to be Australian bodies corporate under a previous application of the definition of Australian body corporate in subsection (1); or

                     (d)  Australian fund managers;

if and only if the total value of shares in the body corporate in which persons other than persons mentioned in paragraphs (a) to (d) have relevant interests represents less than 40% of the total value of the issued share capital of the body corporate.

             (3)  For the purposes of this Part, a person has a relevant interest in a share if, and only if, the person would be taken to have a relevant interest in the share for the purposes of the Corporations Act 2001 if paragraph 608(3)(a) of that Act were disregarded.

             (4)  Subject to subsection (5), the directors of CSL must form the opinion for the purposes of the definition of Australian body corporate in subsection (1) that a particular body corporate is not effectively controlled by persons who are Australian individuals, Australian government bodies, Australian bodies corporate or Australian fund managers if any of the circumstances set out in subsection (6) apply in relation to the body corporate.

             (5)  The directors of CSL may form the opinion for the purposes of the definition of Australian body corporate in subsection (1) that a particular body corporate is effectively controlled by persons who are Australian individuals, Australian government bodies, Australian bodies corporate or Australian fund managers if, in spite of any of the circumstances set out in subsection (6), the directors are satisfied, on reasonable grounds, that the body corporate is effectively controlled by persons who are Australian individuals, Australian government bodies, Australian bodies corporate or Australian fund managers.

             (6)  The circumstances are as follows:

                     (a)  a single foreign person has relevant interests in at least 15% of the voting shares of the body corporate;

                     (b)  foreign persons, either alone or together with associates of the foreign persons, are in a position to exercise (whether directly or indirectly) control over a significant proportion of the operations of the body corporate;

                     (c)  foreign persons, either alone or together with associates of the foreign persons, are in a position (whether directly or indirectly) to veto any significant action taken by the board of directors of the body corporate;

                     (d)  foreign persons, either alone or together with associates of the foreign persons, are in a position (whether directly or indirectly) to appoint, to secure the appointment or veto the appointment of at least half of the board of directors of the body corporate;

                     (e)  foreign persons, either alone or together with associates of the foreign persons, are in a position to exercise in any manner (whether directly or indirectly), direction or restraint over any substantial issue affecting the management or affairs of the body corporate;

                      (f)  the body corporate or at least 50% of its directors:

                              (i)  act or are accustomed to act; or

                             (ii)  under a contract, or an arrangement or understanding (whether formal or informal), are intended or expected to act;

                            in accordance with the directions, instructions or wishes of foreign persons, either alone or together with associates of the foreign persons, either generally or in relation to the body corporate's dealings with CSL or with shares in CSL.

             (7)  An employee of a body corporate is not to be regarded for the purposes of subsection (6) as being in a position to:

                     (a)  exercise control over a significant proportion of the operations of the body corporate; or

                     (b)  exercise direction or restraint over any substantial issue affecting the management or affairs of the body corporate;

purely because he or she is an employee of the body corporate.

             (8)  For the purposes of this Part, the question whether a person who is not an Australian citizen is ordinarily resident in Australia at a particular time is to be determined in the same manner as that question is determined under the Foreign Acquisitions and Takeovers Act 1975 .

             (9)  For the purposes of Divisions 3 and 4, a reference to CSL or to a CSL subsidiary includes a reference to an administering body in relation to CSL or the CSL subsidiary.