Sale offer of securities issued on conveSale offer of securities issued on conversion or exchange of regulatory capital securities—case 7

Part 2—Declaration

7 Definitions of notional underlying securities, regulatory capital security and underlying securities

Chapter 6D of the Act applies to all persons as if section 9 of the Act were modified or varied as follows:

(a) insert the following definition:

“notional underlying securities, in relation to regulatory capital securities, means securities that would be issued on conversion or exchange if the conversion or exchange occurred at the time of issue of the regulatory capital securities.”;

(b) insert the following definition:

“regulatory capital security means a security that satisfies all of the following:

(a) the security is issued by any of the following entities:

(i) an authorised deposit-taking institution, a subsidiary of an authorised deposit-taking institution or an authorised NOHC for the purposes of the Banking Act 1959;

(ii) a general insurer, a subsidiary of a general insurer or an authorised NOHC for the purposes of the Insurance Act 1973;

(iii) a life company, a subsidiary of a life company or a registered NOHC for the purposes of the Life Insurance Act 1995;

(b) either:

(i) under the terms of the security, it must or may be converted into, or exchanged for, ordinary shares in:

(A) the issuer of the security; or

(B) an entity that is both:

(I) an authorised deposit-taking institution, a general insurer, a life company, an authorised NOHC or a registered NOHC for the purposes of any of those Acts; and

(II) the ultimate holding company of the issuer; or

(C) an entity (including an entity that, at the time the security is issued, does not exist) that, as a result of a restructure (however described) will be, at the time of conversion or exchange, both:

(I) an authorised NOHC or a registered NOHC for the purposes of any of those Acts; and

(II) the ultimate holding company of the issuer;

in the circumstances permitted or required by prudential standards made for the purposes of any of those Acts; or

(ii) under the terms of the security, it must or may be converted into, or exchanged for, ordinary shares in any of the entities referred to in subparagraph (i), where the proceeds from the issue of the security is to be used to acquire a regulatory capital security of a subsidiary of the issuer the terms of which satisfy subparagraph (i);

(c) if, at the time the security is issued, the conversion or exchange occurred, the ordinary shares to be issued on conversion or exchange would be in a class of continuously quoted securities.”;

(c) in the definition of underlying securities, after paragraph (aa) (as notionally inserted by ASIC Corporations (Offers of Convertibles) Instrument 2026/97), insert: