Commonwealth Numbered Acts

SECURITIES INDUSTRY ACT 1980 No. 66, 1980 - SECT 5

5. (1) Subject to this section, a person has a relevant interest in securities
if-

   (a)  in the case of securities that carry a right to vote at a meeting of a
        body corporate or unincorporate, that person has power-

        (i)    to exercise, or to control the exercise of, that right to vote;
               or

        (ii)   to dispose of, or to exercise control over the disposal of,
               those securities; and

   (b)  in the case of securities to which paragraph (a) does not apply- that
        person has power to dispose of, or to exercise control over the
        disposal of, those securities.

(2) It is immaterial for the purposes of this section whether the power of a
person-

   (a)  to exercise, or to control the exercise of, a right to vote carried by
        securities; or

   (b)  to dispose of, or to exercise control over the disposal of,
        securities, is express or implied or formal or informal, is
        exercisable alone or jointly with another person or other persons,
        cannot be related to a particular security, or is, or is capable of
        being made, subject to restraint or restriction, and any such power
        exercisable jointly with another person or other persons shall, for
        those purposes, be deemed to be exercisable by either or any of those
        persons.

(3) A reference in this section to power or control includes a refer-
reference to power or control that is direct or indirect or is, or is capable
of being, exercised as a result of, or by means of, or in breach of, or by
revocation of, trusts, agreements, arrangements, understandings and practices
or any of them, whether or not they are enforceable, and a reference in this
section to a controlling interest includes a reference to such an interest as
gives control.

(4) For the purposes of this section, where a body corporate has power-

   (a)  to exercise, or to control the exercise of, a right to vote carried by
        securities; or

   (b)  to dispose of, or to exercise control over the disposal of,
        securities, and-

   (c)  the body corporate is, or its directors are, accustomed or under an
        obligation, whether formal or informal, to act in accordance with the
        directions, instructions or wishes of a person in relation to the
        exercise of the power;

   (d)  a person has a controlling interest in the body corporate; or

   (e)  a person has power to exercise, or to control the exercise of, the
        voting power attached to not less than 20% of the voting shares in the
        body corporate, that person shall be deemed to have the same power in
        relation to those securities as the body corporate has.

(5) For the purposes of paragraph (4) (e), a person shall be deemed to have
the power referred to in that paragraph if-

   (a)  a person associated with the first-mentioned person has that power;

   (b)  persons associated with the first-mentioned person together have that
        power; or

   (c)  the first-mentioned person and a person or persons associated with him
        together have that power.

(6) Where a person-

   (a)  has entered into an agreement with respect to securities;

   (b)  has a right relating to securities, whether the right is enforceable
        presently or in the future and whether on the fulfilment of a
        condition or not; or

   (c)  has an option with respect to securities, and, on performance of the
        agreement, enforcement of the right or exercise of the option, that
        person would have a relevant interest in those securities, he shall,
        for the purposes of this section, be deemed to have that relevant
        interest in those securities.

(7) For the purposes of this section, where a body corporate is deemed by
sub-section (6) to have a relevant interest in a share in securities and-

   (a)  the body corporate is, or its directors are, accustomed or under an
        obligation, whether formal or informal, to act in accordance with the
        directions, instructions or wishes of a person in relation to the
        exercise of, or the control of the exercise of, any right to vote
        attached to those securities, or in relation to the disposal of, or
        the exercise of control over the disposal of, those securities;

   (b)  a person has a controlling interest in the body corporate; or

   (c)  a person has power to exercise, or to control the exercise of, the
        voting power attached to not less than 20% of the voting shares in the
        body corporate, that person shall be deemed to have a relevant
        interest in those securities.

(8) A relevant interest in securities shall be disregarded if-

   (a)  the ordinary business of the person who has the relevant interest
        includes the lending of money and he has authority to exercise his
        powers as the holder of the relevant interest only by reason of a
        security given for the purposes of a transaction entered into in the
        ordinary course of business in connection with the lending of money,
        not being a transaction entered into with a person associated with the
        first-mentioned person;

   (b)  the relevant interest is that of a person who has it by reason of his
        holding a prescribed office;

   (c)  the securities are subject to a trust, the relevant interest is that
        of a trustee and-

        (i)    a beneficiary is deemed, by sub-section (6), to have a relevant
               interest in the securities by virtue of a presently enforceable
               and unconditional right referred to in para- paragraph (b) of
               that sub-section; or

        (ii)   the trustee is a bare trustee;

   (d)  the ordinary business of the person who has the relevant interest
        includes dealing in securities and he has authority to exercise his
        powers as the holder of the relevant interest only by reason of
        instructions given to him by or on behalf of another person to dispose
        of those securities on behalf of the other person in the ordinary
        course of business; or

   (e)  the relevant interest is that of a person who has it by reason of his
        having been appointed as a proxy or representative to vote at a
        meeting of members, or of a class of members, of a body corporate or
        unincorporate, not being an appointment in return for the making of
        which the person or a person associated with the person provided
        valuable consideration.

(9) For the purposes of sub-paragraph (8) (c) (ii), a trustee shall not be
taken not to be a bare trustee by reason only of the fact that the trustee is
entitled in his capacity as a trustee to be remunerated out of the income or
property of the trust.

(10) A relevant interest in securities shall not be disregarded by reason only
of-

   (a)  its remoteness; or

   (b)  the manner in which it arose.

(11) The regulations may provide that relevant interests or particular classes
of relevant interests, or relevant interests held by particular persons or by
particular classes of persons, in securities, or in particular classes of
securities, shall, in such circumstances and subject to such conditions (if
any) as are specified in the regulations, be disregarded for the purposes of
the provisions of this Act or for the purposes of such of those provisions as
are specified in the regulations.