New South Wales Consolidated Acts

LOAN FUND COMPANIES ACT 1976 - SECT 21

21 Register of option holders

(1) Subject to this section, a loan fund company which is a company within the meaning of the Companies (New South Wales) Code shall, if it has granted or, by virtue of section 15 (7), is deemed to have granted options to acquire loan entitlement shares in the company, keep a register of persons who hold such options and shall, within the period specified in subsection (3), enter in the register with respect to each such person and the option of which the person is the holder:

(a) the person’s name and address,

(b) the date on which the person’s option was or is deemed to have been granted and the date by which it is required to be exercised,

(c) the loan priority number allocated in respect of the option and such particulars (if any) with respect to the loan entitlement shares to which the option relates as are prescribed, and

(d) if the person subsequently acquires the shares pursuant to that option, such particulars (if any) of the acquisition, or if the person subsequently forfeits or surrenders the option, such particulars (if any) of the forfeiture or surrender, as are prescribed.

(2) Subject to this section, a loan fund company which is a recognised company or a foreign company shall, if it has granted or, by virtue of section 15 (7), is deemed to have granted options to acquire loan entitlement shares in the company, keep a register of persons who are resident in New South Wales and who hold such options and shall, within the period specified in subsection (3), enter in the register with respect to each such person and the option of which the person is the holder the particulars specified in subsection (1).

(3) The period within which a loan fund company is required to make an entry referred to in subsection (1) or (2), whichever is applicable, is:

(a) in the case of a person to whom the company has granted an option to acquire loan entitlement shares in the company before the company became a loan fund company or to whom the company is deemed, by virtue of section 15 (7), to have granted such an option, 7 days after the date on which the company became a loan fund company, and

(b) in the case of a person to whom the company grants such an option after the company became a loan fund company, 7 days after the date on which the option is granted.

(4) The register required to be kept by a loan fund company under this section:

(a) shall:

(i) if the company is incorporated under the Companies (New South Wales) Code , be kept at the place at which the register of members is kept,

(ii) if the company is a recognised company or a foreign company and keeps a branch register in New South Wales of members who are resident in New South Wales, be kept at the place where that branch register is kept, or

(iii) if the company is a recognised company or a foreign company to which subparagraph (ii) does not apply, be kept at its principal or registered office in New South Wales, and

(b) shall be kept in the manner prescribed by Division 4 of Part V of the Companies (New South Wales) Code as if the register were a register of members referred to in section 256 of that Code,

and:

(c) transfers of options entered in the register shall be effected therein in the same manner and at the same charges as transfers of shares effected in the register of members or, where the company is a recognised company or a foreign company, the principal register of members,

(d) all such transfers of options lodged at the company’s registered office or, where the company is a recognised company or a foreign company, at the company’s principal or, as the case may be, registered office in New South Wales shall be binding on the company, and

(e) the Court shall have the same powers in relation to the rectification of the register as it has in respect of the register of members referred to in that section.

(5) Sections 256, 257 and 547 of the Companies (New South Wales) Code shall, with any necessary modifications, apply respectively to holders of options to acquire loan entitlement shares in a loan fund company and to the register of holders of such options in the same way as they apply to members and to the register of members of the company or, in the case of a company which keeps a branch register in New South Wales of members who are resident in New South Wales, to those members and to the branch register of those members.

(6) Sections 183, 184, 185 (1) and 259 of the Companies (New South Wales) Code shall, with any necessary modifications, apply respectively to the transfer of options to acquire loan entitlement shares in a loan fund company and to the rectification of the register of persons who are the holders of such options in the same way as they apply to the transfer of shares in the company and to the rectification of the register of members or, where the company keeps a branch register in New South Wales of members who are resident in New South Wales, to the transfer of shares of those members and to the rectification of the branch register of those members.

(7) The register kept by a loan fund company under this section shall be evidence of any matters entered in it as required or authorised by or under this Act.

(8) A certificate under the seal of a loan fund company certifying that a person whose name appears in the register of the company kept under this section is the holder of an option to acquire loan entitlement shares specified in the certificate shall be evidence for all purposes of the right of that person to acquire those shares and of the registration in the register of the holding of the option.

(9) Any loan fund company which fails to comply with a provision of this section which is applicable to it is guilty of an offence and is liable on conviction to a penalty not exceeding 2 penalty units and, in the case of a continuing offence, to a further penalty not exceeding 0.5 penalty unit for each day during which the offence continues.

(10) Nothing in this section affects the operation of section 131 of the Companies (New South Wales) Code .