Victorian Consolidated Legislation

Trustee Companies Act 1984 - SECT 45

PART IX ACQUISITION OF SHARES IN TRUSTEE COMPANIES

Restriction on acquisition of shares

45. Restriction on acquisition of shares



(1) Except as provided by this Act, a person shall not, either alone or
together with another person or other persons, acquire shares in a trustee
company if any person who is not entitled to any voting shares in the trustee
company or is entitled to less than the prescribed percentage of the voting
shares in the trustee company would, immediately after the acquisition, be
entitled to more than the prescribed percentage of the voting shares in the
trustee company.

(2) Except as provided by this Act, a person shall not, either alone or
together with another person or other persons, acquire shares in a trustee
company if any person (in this subsection referred to as a relevant person)
who is entitled to not less than the prescribed percentage of the voting
shares in the trustee company would, immediately after the acquisition, be
entitled to a greater percentage of the number of voting shares in the trustee
company than the percentage to which that relevant person was entitled
immediately before the acquisition.

(3) Notwithstanding subsections (1) and (2), a person shall not either alone
or together with another person or other persons, acquire shares in a trustee
company where the prescribed percentage of voting shares in the trustee
company is more than 20 per centum if-

   (a)  any person who is not entitled to any shares in the trustee company or
        is entitled to less than 20 per centum of the voting shares in the
        trustee company would, immediately after the acquisition, be entitled
        to more than 20 per centum of the voting shares in the trustee
        company; or

   (b)  any person (in this paragraph referred to as a relevant person) who is
        entitled to not less than 20 per centum, but less than 90 per centum,
        of the voting shares in the trustee company would, immediately after
        the acquisition, be entitled to a greater percentage of the number of
        voting shares in the trustee company than the percentage to which that
        relevant person was entitled immediately before the acquisition-

unless-

   (c)  before the acquisition takes place, the Minister gives approval in
        writing to the acquisition and, where that approval is subject to
        conditions, those conditions are complied with;

   (d)  the acquisition is made as a result of the acceptance of offers to
        acquire those shares made under a takeover bid in relation to that
        trustee company in accordance with the Corporations Act; and

   (e)  after the acquisition takes place, a person acquiring the shares is
        not entitled to more than the prescribed percentage of shares in the
        trustee company.

(4) A person shall not offer to acquire, or issue an invitation in relation
to, shares in a trustee company if the person is prohibited by subsection (1),
(2) or (3) from acquiring those shares.

(5) The Minister may request the Commissioner to prepare a report on an
application for approval under subsection (3)(c).



(6) It is a defence to a prosecution for a contravention of this section if
the defendant establishes that the contravention was due to a mistake of fact
on the part of the defendant or to the defendant not being aware of a relevant
fact or occurrence.

(7) An acquisition of shares is not invalid by reason of a contravention of
this section.

(8) A provision in the articles of association of a trustee company that
applies or purports to apply the provisions of subsection (1) or (2) as if the
reference to the prescribed percentage were a reference to a lesser percentage
is void.

(9) A reference in this section to the prescribed percentage of voting shares
in a trustee company is a reference to-

   (a)  5 per centum or, where a higher percentage is prescribed by
        regulations in force for the time being for the purposes of this
        subsection, that higher percentage; or

   (b)  where the articles of association of the trustee company authorize a
        higher percentage for the purposes of this section, that higher
        percentage-

whichever is the greater.

(10) A reference in this section to 20 per centum shall, where a lesser
percentage is prescribed by regulations in force for the time being for the
purposes of this subsection, be deemed to be a reference to that lesser
percentage.

(11) In this section, a reference to a trustee company is a reference to a
trustee company that is a company within the meaning of the Corporations Act
that is taken to be registered in Victoria.