CORPORATIONS REGULATIONS 2001 - REG 7.7A.12B Stamping fees

CORPORATIONS REGULATIONS 2001 - REG 7.7A.12B

  (1)   A monetary benefit is not conflicted remuneration if:

  (a)   it is a stamping fee given to facilitate an approved capital raising; and

  (b)   in a case where the benefit is given on or after 1   July 2020--the approved capital raising does not relate to an approved financial product that consists of:

  (i)   interests, or proposed interests, in a company (other than an infrastructure entity) that is listed, or proposed to be listed, and whose main purpose is investing in passive investments; or

  (ii)   interests, or proposed interests, in a managed investment scheme (other than a real estate investment trust or an infrastructure entity) that is listed or proposed to be listed.

  (2)   In this regulation:

"approved capital raising" means:

  (a)   an offer to issue an approved financial product; or

  (b)   an offer to sell an approved financial product;

where the purpose of the offer is to raise funds for the person issuing or selling the approved financial product.

"approved financial product" means:

  (a)   debentures, stocks or bonds that are, or are proposed to be, issued by a government; or

  (b)   shares in, or debentures of, a body that are, or are proposed to be, quoted on a prescribed financial market; or

  (c)   interests in a managed investment scheme that are, or are proposed to be, quoted on a prescribed financial market; or

  (d)   a right to acquire, by way of issue, shares, debentures or interests mentioned in paragraph   (b) or (c).

"infrastructure assets" means any of the following:

  (a)   airports;

  (b)   electricity generation, transmission or distribution facilities;

  (c)   gas transmission or distribution facilities;

  (d)   hospitals;

  (e)   ports;

  (f)   prisons;

  (g)   railways;

  (h)   roads;

  (i)   sewerage facilities;

  (j)   telecommunication facilities;

  (k)   water supply facilities.

"infrastructure entity" means a company or managed investment scheme whose main purpose is to operate or invest in infrastructure assets.

"interest" , in a company or managed investment scheme, does not include a stapled real estate or infrastructure interest in the company or managed investment scheme.

"passive investments" , in relation to a company, means any of the following:

  (a)   shares, units, options, rights or similar interests;

  (b)   financial instruments (such as loans, debts, debentures, bonds, promissory notes, futures contracts, forward contracts, currency swap contracts and a right or option in respect of a share, security, loan or contract);

  (c)   an asset whose main use by the company in the course of carrying on its business is to derive interest, an annuity, rent, royalties or foreign exchange gains unless:

  (i)   the asset is an intangible asset and has been substantially developed, altered or improved by the company so that its market value has been substantially enhanced; or

  (ii)   its main use for deriving rent was only temporary;

  (d)   goodwill.

"real estate investment trust" means a managed investment scheme whose main purpose is to invest in real property.

"stamping fee" means a fee, or a part of a fee:

  (a)   that a person, including an issuer of a financial product, or a person acting on behalf of the issuer, pays either directly or indirectly to a provider in connection with:

  (i)   an offer by the issuer to issue the financial product; or

  (ii)   an invitation by the issuer for an application to issue the financial product; or

  (b)   that a person, including a holder of a financial product, or person acting on behalf of the holder, pays either directly or indirectly to a provider in connection with:

  (i)   an offer by the holder to sell the financial product; or

  (ii)   an invitation by the holder for an application to sell the financial product.

"stapled real estate or infrastructure interest" : an interest is a stapled real estate or infrastructure interest if:

  (a)   the interest is an interest in a company or managed investment scheme; and

  (b)   the interest can only be transferred together with one or more other interests in one or more companies, managed investment schemes or other entities; and

  (c)   the companies, managed investment schemes or other entities mentioned in paragraphs   (a) and (b) are engaging in activities together for the main purpose of:

  (i)   investing in real property; or

  (ii)   operating or investing in infrastructure assets.