Commonwealth Numbered Acts

SECURITIES INDUSTRY ACT 1980 No. 66, 1980 - SECT 4

4. (1) In this Act, unless the contrary intention appears-



"accounting records" includes invoices, receipts, orders for the payment of
money, bills of exchange, cheques, promissory notes, vouchers and other
documents of prime entry and also includes such working papers and other
documents as are necessary to explain the methods and calculations by which
accounts are made up;



"arbitrage transaction" means a purchase or sale of securities effected in the
ordinary course of trading on a stock market together with an offsetting sale
or purchase of those securities effected at the same time, or at as nearly the
same time as practicable, in the ordinary course of trading on another
stock market for the purpose of obtaining a profit from the difference between
the prices of those securities in the 2 stock markets;



"banker's books" means-

   (a)  books of a banker;

   (b)  cheques, orders for the payment of money, bills of exchange and
        promissory notes in the possession or under the control of a banker;
        and

   (c)  securities or documents of title to securities in the possession or
        under the control of a banker whether by way of pledge or otherwise;



"books" includes any register or other record of information and any accounts
or accounting records, however compiled, recorded or stored, and also includes
any document;



"business rules", in relation to a body corporate that maintains or provides,
or proposes to maintain or provide, a stock market, means the provisions of
the constituent documents of the body corporate and any other rules,
regulations or by-laws made by the body corporate but does not include rules,
regulations or by-laws that are listing rules of the body corporate;



"committee", in relation to a stock exchange, means the committee of
management, board of directors or other governing authority of the stock
exchange;



"dealer" means-

   (a)  a person who carries on a business of dealing in securities; or

   (b)  2 or more persons who together carry on a business of dealing in
        securities, whether or not that business is part of, or is carried on
        in conjunction with, any other business;



"dealers licence" means a dealers licence granted under Part IV;



"dealer's representative" means a person who is employed by, or acts for or by
arrangement with, a dealer, other than an exempt dealer, in connection with a
business of dealing in securities carried on by the dealer;



"dealer's representatives licence" means a dealer's representatives licence
granted under Part IV;



"dealing", in relation to securities, means (whether as principal or agent)
acquiring, disposing of, subscribing for or underwriting the securities, or
making or offering to make, or inducing or attempting to induce a person to
make or to offer to make, an agreement-

   (a)  for or with respect to acquiring, disposing of, subscribing for or
        underwriting the securities; or

   (b)  the purpose or purported purpose of which is to secure a profit or
        gain to a person who acquires, disposes of, subscribes for or
        underwrites the securities or to any of the parties to the agreement
        in relation to the securities;



"director", in relation to a body corporate, includes-

   (a)  any person occupying or acting in the position of director of the body
        corporate, by whatever name called and whether or not validly
        appointed to occupy or duly authorized to act in the position; and

   (b)  any person in accordance with whose directions or instructions the
        directors of the body corporate are accustomed to act;



"executive officer", in relation to a body corporate, means any person, by
whatever name called and whether or not he is a director of the body
corporate, who is concerned, or takes part, in the management of affairs of
the body corporate;



"exempt dealer" means-

   (a)  a corporation that is declared, pursuant to paragraph 38 (7) (b) of
        the Companies Ordinance 1962 to be an authorized dealer in the short
        term money market;

   (b)  a body corporate that is incorporated within Australia and is a public
        authority or an instrumentality or agency of the Crown in right of the
        Commonwealth, of a State or of a Territory;

   (c)  subject to sub-section (2), a person who does not carry on a business
        of dealing in securities except-

        (i)    in his capacity as an official receiver or trustee within the
               meaning of the Bankruptcy Act 1966;

        (ii)   in his capacity as a receiver, as a receiver and manager, or as
               another person appointed by a court to carry on the business
               concerned;

        (iii)  in his capacity as a personal representative of a deceased
               dealer; or

        (iv)   in such other capacity as is prescribed or in such other
               circumstances as are prescribed; or

   (d)  a body corporate that carries on, or holds itself out as carrying on,
        a business of dealing in debentures of that body corporate but does
        not carry on a business of dealing in any other securities;



"function" includes a duty;



"investment adviser" means a person who carries on, or 2 or more persons who
together carry on, a business of advising other persons concerning securities
(whether or not that business is part of, or is carried on in conjunction
with, any other business), or a person who issues or publishes, or 2 or more
persons who together issue or publish, in the course of a business carried on
by him or them either alone or together with another person or other persons,
analyses or reports concerning securities, but does not include-

   (a)  a bank as defined in section 5 of the Banking Act 1959, the Primary
        Industry Bank of Australia or a bank constituted under a law of a
        State or Territory;

   (b)  a body corporate authorized by a law of a State or Territory to take
        in its own name a grant of probate of the will of a deceased person or
        of letters of administration of the estate of a deceased person;

   (c)  a body corporate registered under the Life Insurance Act 1945;

   (d)  a solicitor or accountant in public practice as such whose carrying on
        of that business is solely incidental to the practice of his
        profession; or

   (e)  a person who is the proprietor or publisher of a newspaper or
        periodical that is generally available to the public otherwise than
        only on subscription who, only in such a newspaper or periodical of
        which he is the proprietor or publisher, advises other persons
        concerning securities or issues or publishes analyses or reports
        concerning securities, not being the proprietor or publisher of a
        newspaper or periodical whose principal or only object is to advise
        other persons concerning securities or to issue or publish analyses or
        reports concerning securities;



"investment advisers licence" means an investment advisers licence granted
under Part IV;



"investment contract" means any contract, scheme or arrangement that, in
substance and irrespective of the form of the contract, scheme or arrangement,
involves the investment of money in or under such circumstances that the
investor acquires or may acquire an interest in or right in respect of
property, whether in the Territory or elsewhere, that, under, or in accordance
with, the terms of investment will, or may at the option of the investor, be
used or employed in common with any other interest in or right in respect of
property, whether in the Territory or elsewhere, acquired in or under like
circumstances;



"investment representative" means a person who is employed by, or acts for or
by arrangement with, an investment adviser, other than an investment adviser
who is the holder of a dealers licence or is an exempt dealer, in connection
with a business that is carried on by the investment adviser of advising other
persons, or in the course of which analyses or reports are issued or
published, concerning securities;



"investment representatives licence" means an investment representatives
licence granted under Part IV;



"licence" means-

   (a)  a dealers licence;

   (b)  a dealer's representatives licence;

   (c)  an investment advisers licence; or

   (d)  an investment representatives licence;



"listing rules", in relation to a body corporate that maintains or provides,
or proposes to maintain or provide, a stock market, means rules, regulations
or by-laws governing or relating to-

   (a)  the admission to, or removal from, the official list of the the body
        corporate of bodies corporate, governments, unincorporate bodies or
        other persons for the purpose of the quotation on the stock market of
        the body corporate of securities of, or made available by, bodies
        corporate, governments, unincorporate bodies or other persons and for
        other purposes; or

   (b)  the activities or conduct of bodies corporate, governments,
        unincorporate bodies and other persons who are admitted to that list,
        whether those rules, regulations or by-laws-

   (c)  are made by the body corporate or are contained in any of the
        constituent documents of the body corporate; or

   (d)  are made by another person and adopted by the body corporate;



"marketable parcel", in relation to securities that are listed for quotation
on the stock market of a stock exchange, means a marketable parcel of those
securities within the meaning of the relevant business rules or listing rules
of that stock exchange;



"member", in relation to a stock exchange, means-

   (a)  a member of the stock exchange who carries on a business of dealing in
        securities on his own account and not in partnership; or

   (b)  a partner in a member firm of the stock exchange;



"member firm", in relation to a stock exchange, means a partnership that
carries on a business of dealing in securities and is recognized by the stock
exchange as a member firm;



"officer", in relation to a body corporate, includes-

   (a)  a director, secretary, executive officer or employee of the body
        corporate;

   (b)  a receiver and manager of the property or any part of the property of
        the body corporate appointed under a power contained in an instrument;

   (c)  an official manager or deputy official manager of the body corporate;

   (d)  a liquidator of the body corporate appointed in a voluntary winding up
        of the body corporate; and

   (e)  a trustee or other person administering a compromise or arrangement
        made between the body corporate and its creditors, but does not
        include-

   (f)  a receiver who is not also a manager;

   (g)  a receiver and manager appointed by a court; or

   (h)  a liquidator appointed by a court;



"prescribed interest" means any right to participate or any interest, whether
enforceable or not and whether actual, prospective or contingent-

   (a)  in any profits, assets or realization of any financial or business
        undertaking or scheme whether in the Territory or elsewhere;

   (b)  in any common enterprise, whether in the Territory or elsewhere, in
        relation to which the holder of the right or interest is led to expect
        profits, rent or interest from the efforts of the promoter of the
        enterprise or a third party; or

   (c)  in any investment contract, whether or not the right or interest is
        evidenced by a formal document and whether or not the right or
        interest relates to a physical asset, but does not include-

   (d)  any share in, or debenture of, a corporation;

   (e)  any interest in, or arising out of, a policy of life insurance;

   (f)  an interest in a partnership agreement, unless the agreement or
        proposed agreement-

        (i)    relates to an undertaking, scheme, enterprise or
               investment contract promoted by or on behalf of a person whose
               ordinary business is or includes the promotion of similar
               undertakings, schemes, enterprises or investment contracts,
               whether or not that person is, or is to become, a party to the
               agreement or proposed agreement; or

        (ii)   is or would be an agreement, or is or would be within a class
               of agreements, prescribed by the regulations for the purposes
               of this paragraph; or

   (g)  a right or interest, or a right or interest included in a class or
        kind of rights or interests, declared by the regulations to be an
        exempt right or interest, or a class or kind of exempt rights or
        interests;



"quarter day" means 31 March, 30 June, 30 September or 31 December;



"recognized dealer" means, subject to sub-section (3), a person who is the
holder of a dealers licence under the provisions of the law of a participating
State or participating Territory that correspond with Part IV;



"recognized dealer's representative" means, subject to sub-section (4), a
person who is the holder of a dealer's representatives licence under the
provisions of the law of a participating State or participating Territory that
correspond with Part IV;



"recognized investment adviser" means, subject to sub-section (3), a person
who is the holder of an investment advisers licence under the provisions of
the law of a participating State or parti- participating Territory that
correspond with Part IV;



"recognized investment representative" means, subject to sub- section (4), a
person who is the holder of an investment representatives licence under the
provisions of the law of a participating State or participating Territory that
correspond with Part IV;



"recognized licensee" means, subject to sub-sections (3) and (4), a person who
is a recognized dealer, recognized dealer's representative, recognized
investment adviser or recognized investment representative;



"registered company auditor" has the same meaning as in the Companies
Ordinance 1962;



"representatives licence" means a dealer's representatives licence or an
investment representatives licence;



"securities" means-

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

   (b)  debentures, stocks, shares, bonds or notes issued or proposed to be
        issued by a body corporate or unincorporate;

   (c)  any right or option in respect of any such debentures, stocks, shares,
        bonds or notes; or

   (d)  a prescribed interest, but does not include-

   (e)  bills of exchange;

   (f)  promissory notes; or

   (g)  certificates of deposit issued by a bank;



"share" means share in the share capital of a body corporate, and includes
stock except where a distinction between stock and shares is expressed or
implied;



"sole trader" means a member of a stock exchange who carries on a business of
dealing in securities on his own account and not in partnership;



"stock exchange" means a body corporate that is approved by the Ministerial
Council under section 38;



"stock market" means a market, exchange or other place at which, or a facility
by means of which, securities are regularly offered for sale, purchase or
exchange;



"trust account" means a trust account opened and maintained under section 73;



"underwrite" includes sub-underwrite;



"voting share", in relation to a body corporate, means a share in the body
corporate that confers a right to vote, not being a right to vote that is
exercisable only in one or more of the following circumstances:

   (a)  during a period during which a dividend (or part of a dividend) in
        respect of the share is in arrears;

   (b)  upon a proposal to reduce the share capital of the body corporate;

   (c)  upon a proposal that affects rights attached to the share;

   (d)  upon a proposal to wind up the body corporate;

   (e)  upon a proposal for the disposal of the whole of the property,
        business and undertaking of the body corporate;

   (f)  during the winding up of the body corporate.

(2) A person who, but for this sub-section, would be an exempt dealer by
reason that he does not carry on a business of dealing in securities except in
his capacity as a personal representative of a deceased dealer ceases to be an
exempt dealer at the expiration of the period of 6 months after the date of
the death of the dealer or upon his being discharged or removed as such a
personal representative or upon the final distribution of the estate of the
dealer, whichever first occurs.

(3) For the purposes of this Act, a person, being the holder of a dealers
licence or the holder of an investment advisers licence under a law of a
participating State or participating Territory, is not a recognized licensee
unless-

   (a)  in the case of a natural person, not being a partner in a firm- he is
        ordinarily resident in that State or Territory;

   (b)  in the case of a natural person who is a partner in a firm-the
        principal place of business of the firm is in that State or Territory;
        or

   (c)  in the case of a body corporate-the body corporate was incorporated in
        that State or Territory.

(4) For the purposes of this Act, a person, being the holder of a
representatives licence under a law of a participating State or participating
Territory, is not a recognized licensee unless the dealer or investment
adviser by whom he is employed or for or by arrangement with whom he acts
holds a licence as a dealer or investment adviser under a law of that State or
Territory.

(5) In determining for the purposes of this Act whether a person carries on a
business, or holds himself out as carrying on a business, of dealing in
securities, regard shall not be had to an act done on behalf of the person by
the holder of a dealers licence, by an exempt dealer or by a recognized
dealer.

(6) A reference in this Act to a stock exchange permitting trading in
securities on the stock market of the stock exchange includes a reference to
the stock exchange listing the securities for quotation, or otherwise
permitting the securities to be quoted, on the stock market of the stock
exchange.

(7) For the purposes of this Act, the question whether bodies corporate are
related to each other shall be determined in the same manner as the question
whether corporations within the meaning of the Companies Ordinance 1962 are
related to each other would be determined under that Act.

(8) For the purposes of this Act-

   (a)  a parcel of securities constitutes an odd lot if the number of
        securities in that parcel is less than one marketable parcel of those
        securities; and

   (b)  if the number of securities in a parcel of securities is greater than
        one marketable parcel of those securities and, after excluding so many
        of the securities in that parcel as constitute a marketable parcel or
        marketable parcels of those securities, a number of securities
        remains, that remaining number of securities constitutes an odd lot.

(9) In this Act a reference to a body corporate, in relation to securities,
includes a reference to a government, unincorporate body or other person that
issues or makes available those securities.