New South Wales Consolidated Acts

TRUSTEE COMPANIES ACT 1964 - SECT 31C

31C Orders where prohibited acquisitions take place

(1) Where a person has acquired shares in a trustee company in contravention of section 31A, the Court may, on the application of the Commission, the trustee company, a member of the trustee company or the person from whom the voting shares were acquired, make such order or orders as it thinks fit, including, but without limiting the generality of the foregoing, one or more of the following orders:

(a) an order restraining the person who acquired the shares from disposing of, or of any interest in, the shares or such of the shares as are specified in the order,

(b) an order restraining the exercise of any voting or other rights attached to the shares or such of the shares as are specified in the order,

(c) an order directing the trustee company not to make payment, or to defer making payment, of any sum or sums due from the trustee company in respect of the shares or such of the shares as are specified in the order,

(d) an order directing the disposal of, or of any interest in, the shares or such of the shares as are specified in the order,

(e) an order vesting in the Commission:

(i) the shares, or such of the shares as are specified in the order, or

(ii) any interest in the shares, or in such of the shares as are specified in the order,

(f) an order cancelling a contract, arrangement or offer for or in connection with the acquisition of the shares or of such of the shares as are specified in the order,

(g) an order declaring a contract, arrangement or offer for or in connection with the acquisition of the shares, or of such of the shares as are specified in the order, to be voidable,

(h) an order directing the trustee company not to register the transfer or transmission of the shares or such of the shares as are specified in the order,

(i) an order that any exercise of the voting or other rights attached to the shares, or such of the shares as are specified in the order, be disregarded,

(j) for the purpose of securing compliance with any order referred to in any of the preceding paragraphs, an order directing the trustee company or any other person to do or refrain from doing a specified act.

(2) Where, at the hearing of an application under subsection (1), it is proved to the satisfaction of the Court that:

(a) a person is entitled to shares in a trustee company by reason that another person who is an associate of the firstmentioned person has a relevant interest in those shares, and

(b) that other person became entitled to that relevant interest by reason of an acquisition of shares (whether in that trustee company or in another corporation) that took place within 6 months immediately preceding the filing of the application with the Court,

then, in determining for the purposes of the application whether the acquisition referred to in paragraph (b) was made in contravention of section 31A, the proof to the satisfaction of the Court of the matters mentioned in paragraphs (a) and (b) constitutes prima facie evidence that the other person was an associate of the firstmentioned person immediately after the acquisition took place.

(3) The Court shall not make an order under this section, other than an order referred to in subsection (1) (a), (b) or (i), if it is satisfied:

(a) that the contravention of section 31A by the person who acquired the shares was due to a mistake of fact on the part of the person or to the person’s not being aware of a relevant fact or occurrence, and

(b) that, in all the circumstances, the contravention ought to be excused.