Companies and Securities Legislation (Miscellaneous Amendments) Act 1983 No. 108 of 1983 - SECT 17

Companies and Securities Legislation (Miscellaneous Amendments) Act 1983 No. 108 of 1983 - SECT 17

17. Section 60 of the Principal Act is repealed and the following section is
substituted: Power of Commission to declare acquisition of shares or other
conduct to be unacceptable

''60. (1) Where the Commission is satisfied that an acquisition of shares
occurred in circumstances where-

   (a)  the shareholders and directors of a company did not know the identity
        of a person who proposed to acquire a substantial interest in the
        company;

   (b)  the shareholders and directors of a company did not have a reasonable
        time in which to consider a proposal under which a person would
        acquire a substantial interest in the company;

   (c)  the shareholders and directors of a company were not supplied with
        sufficient information to enable them to assess the merits of a
        proposal under which a person would acquire a substantial interest in
        the company; or

   (d)  the shareholders of a company did not all have reasonable and equal
        opportunities to participate in any benefits, or to become entitled to
        participate in any benefits, accruing, whether directly or indirectly
        and whether immediately or in the future, to any shareholder or to any
        person associated with a shareholder, in connection with the
        acquisition, or proposed acquisition, by any person of a substantial
        interest in the company, the Commission may, within 90 days after that
        acquisition of shares occurred, by instrument in writing, declare that
        acquisition of shares to have been an unacceptable acquisition and,
        where such a declaration is made, the person who acquired those shares
        shall be deemed, for the purposes only of section 45, to have acquired
        those shares in contravention of section 11.

''(2) Where an application is made to the Court under section 45 in relation
to an acquisition of shares that has been declared by the Commission pursuant
to sub-section (1) to have been an unacceptable acquisition, the Court may,
instead of making any of the orders referred to in section 45, declare that
the acquisition was not an unacceptable acquisition and, where the Court so
declares, the declaration of the Commission has no further effect.

''(3) Where the Commission is satisfied that, as a result of conduct engaged
in by a person in relation to shares in, or the affairs of, a company-

   (a)  the shareholders and directors of a company did not know the identity
        of a person who proposed to acquire a substantial interest in the
        company;

   (b)  the shareholders and directors of a company did not have a reasonable
        time in which to consider a proposal under which a person would
        acquire a substantial interest in the company;

   (c)  the shareholders and directors of a company were not supplied with
        sufficient information to enable them to assess the merits of a
        proposal under which a person would acquire a substantial interest in
        the company; or

   (d)  the shareholders of a company did not all have reasonable and equal
        opportunities to participate in any benefits, or to become entitled to
        participate in any benefits, accruing, whether directly or indirectly
        and whether immediately or in the future, to any shareholder or to any
        person associated with a shareholder, in connection with the
        acquisition, or proposed acquisition, by any person of a substantial
        interest in the company, the Commission may, within 90 days after that
        conduct was engaged in, by instrument in writing, declare that conduct
        to have been unacceptable conduct.

''(4) Where, pursuant to sub-section (3), the Commission declares conduct that
has been engaged in by a person in relation to shares in, or the affairs of, a
company to have been unacceptable conduct, the Court may, on the application
of the Commission, the company or a member of the company, make-

   (a)  any order that it thinks necessary or expedient to protect the rights
        of any person affected by the conduct or to ensure, as far as
        possible, that a take-over scheme or take-over announcement or a
        proposed take-over scheme or take-over announcement in relation to
        shares in the company proceeds in the manner in which it would have
        proceeded if that conduct had not been engaged in;

   (b)  without limiting the generality of paragraph (a), any one or more of
        the following orders:

        (i)    an order directing a person to supply to the holders of shares
               in the company such information as is specified in the order;

        (ii)   an order restraining the exercise of any voting or other rights
               attached to any shares;

        (iii)  an order restraining the disposal of, or of any interest in,
               shares in the company;

        (iv)   an order directing the disposal of, or of any interest in,
               shares in the company;

        (v)    an order vesting in the Commission shares, or any interest in
               shares, in the company;

        (vi)   an order directing the company not to register the transfer or
               transmission of shares;

        (vii)  an order cancelling a contract, arrangement or offer relating
               to a take-over scheme or take-over announcement or a proposed
               take-over scheme or take-over announcement in relation to
               shares in the company;

        (viii) an order declaring a contract, arrangement or offer relating to
               a take-over scheme or take-over announcement or a proposed
               take-over scheme or take-over announcement in relation to
               shares in the company to be voidable; and

   (c)  for the purpose of securing compliance with any order made pursuant to
        paragraph (a) or (b), an order directing a person to do or refrain
        from doing a specified act, or, instead of making any order, the Court
        may declare that the conduct was not unacceptable conduct and, where
        the Court so declares, the declaration of the Commission has no
        further effect.

''(5) Where the Commission makes a declaration under sub-section (1) or (3) in
relation to an acquisition of shares by, or in relation to conduct engaged in
by, a person, the Court may, upon an application made by that person, declare
that the acquisition of shares or the conduct was not an unacceptable
acquisition or was not unacceptable conduct, as the case may be, and, where
the Court so declares, the declaration of the Commission has no further
effect.

''(6) Where the Commission makes a declaration under this section, the
Commission shall, as soon as practicable-

   (a)  cause a copy of the instrument by which the declaration was made to be
        given to, or served on, any person to whom the declaration relates;
        and

   (b)  cause a copy of that instrument to be published in the Gazette.



''(7) The validity of a declaration under this section is not affected by
failure of the Commission to comply with sub-section (6) in relation to the
declaration.''.