Victorian Consolidated Legislation

Trustee Companies Act 1984 - SECT 47

Orders where prohibited acquisitions take place

47. Orders where prohibited acquisitions take place



(1) Where a person has acquired shares in a trustee company in contravention
of section 45, the Supreme Court may, on the application of the Commissioner,
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 Commissioner-

   (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
        connexion 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
        connexion 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 Supreme Court that-

   (a)  a person is entitled to shares in a trustee company by reason that
        another person who is an associate of the first-mentioned 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 six months immediately
        preceding the filing of the application with the Supreme Court-

then, in determining for the purposes of the application whether the
acquisition referred to in paragraph (b) of this subsection was made in
contravention of section 45, the proof to the satisfaction of the Supreme
Court of the matters mentioned in paragraphs (a) and (b) of this subsection
constitutes prima facie evidence that the other person was, an associate of
the first-mentioned person immediately after the acquisition took place.

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

   (a)  that the contravention of section 46 by the person who acquired the
        shares was due to a mistake of fact on the part of the person or to
        not being aware of a relevant fact or occurrence; and

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