Commonwealth Consolidated Acts

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INCOME TAX ASSESSMENT ACT 1997 - SECT 125.60

Meaning of ownership interest and related terms

             (1)  An ownership interest in a company or trust is:

                     (a)  for a company, a * share in the company or an option, right or similar interest issued by the company that gives the owner an entitlement to * acquire a share in the company; and

                     (b)  for a trust, a unit or other interest in the trust or an option, right or similar interest issued by the trustee that gives the owner an entitlement to acquire a unit or other interest in the trust.

             (2)  However, this Subdivision applies to a * dual listed company voting share in a company that is the * head entity of a * demerger group as if it were not an ownership interest if there are not more than 5 of those * shares in the company.

             (3)  A dual listed company voting share is a * share in a company:

                     (a)  issued:

                             (ii)  as part of a * dual listed company arrangement; and

                            (iii)  mainly for the purpose of ensuring that shareholders of both companies involved in the arrangement vote as a single decision-making body on matters affecting them; and

                     (b)  that does not carry rights to financial entitlements (except the return of the amount paid up on the share and a dividend that is the equivalent of a dividend paid on an ordinary share).

             (4)  A dual listed company arrangement is an * arrangement under which 2 publicly listed companies, while maintaining their separate legal entity status, shareholdings and listings, align their strategic directions and the economic interests of their respective shareholders through:

                     (a)  the appointment of common (or almost identical) boards of directors, except where the effect of the relevant regulatory requirements prevents this; and

                     (b)  management of the operations of the 2 companies on a unified basis; and

                     (c)  the shareholders of both companies voting in effect as a single decision-making body on substantial issues affecting their combined interests; and

                     (d)  equalised distributions to shareholders in accordance with an equalisation ratio applying between the 2 companies, both generally and in the event of a winding up of one or both of the companies; and

                     (e)  cross-guarantees as to, or similar financial support for, each other's substantial obligations or operations, except where the effect of the relevant regulatory requirements prevents those guarantees or that financial support.

             (5)  However, an arrangement is not a dual listed company arrangement unless one but not both of the companies is an Australian resident.



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