Commonwealth Consolidated Acts

FOREIGN ACQUISITIONS AND TAKEOVERS ACT 1975 - SECT 10

             (1)  For the purposes of this Act, but subject to subsection (2):

                     (a)  a corporation shall be deemed to be a subsidiary of another corporation if that other corporation:

                              (i)  is in a position to control more than one‑half of the voting power in the first‑mentioned corporation; or

                             (ii)  holds more than one‑half of the issued shares in the first‑mentioned corporation (excluding any shares that carry no right to participate beyond a specified amount in a distribution of either profits or capital); and

                     (b)  a corporation shall be deemed to be a subsidiary of another corporation if the first‑mentioned corporation is a subsidiary of any corporation that is that other corporation's subsidiary (including a corporation that is that other corporation's subsidiary by another application or other applications of this paragraph).

             (2)  In determining whether a corporation is a subsidiary of another corporation:

                     (a)  any shares held or power exercisable by that other corporation in a fiduciary capacity shall be treated as not held or exercisable by it;

                     (b)  subject to paragraphs (c) and (d), any shares held or power exercisable:

                              (i)  by any person as a nominee for that other corporation (except where that other corporation is concerned only in a fiduciary capacity); or

                             (ii)  by, or by a nominee for, a subsidiary of that other corporation, not being a subsidiary that is concerned only in a fiduciary capacity;

                            shall be treated as held or exercisable by that other corporation;

                     (c)  any shares held or power exercisable by any person by virtue of the provisions of any debentures of the first‑mentioned corporation, or of a trust deed for securing any issue of such debentures, shall be disregarded; and

                     (d)  any shares held or power exercisable by, or by a nominee for, that other corporation or its subsidiary (not being held or exercisable as mentioned in paragraph (c)) shall be treated as not held or exercisable by that other corporation if the ordinary business of that other corporation or its subsidiary, as the case may be, includes the lending of money and the shares are held or the power is exercisable solely by way of security for the purposes of a moneylending agreement.

             (3)  A reference in this Act to a holding corporation of another corporation is a reference to a corporation of which that other corporation is a subsidiary.