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Commonwealth act
This Act has been repealed and is no longer in force. It is retained for historical reference.
The Act establishes a detailed takeover regime for companies incorporated in the ACT: pre-offer registration and prescribed disclosure, a cap on acquisitions above the prescribed percentage (default 20%), procedural rules for formal and on‑market offers, and prohibitions on certain conduct during takeover windows.
It primarily affects offerors, target directors and companies, exchanges, the regulator and courts, and shareholders — raising compliance costs, shifting bidding strategies, and giving the Commission and courts broad powers to grant exemptions or impose remedies.
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Direct links to the current provisions in Companies (Acquisition of Shares) Act 1980.
Sourced from the Federal Register of Legislation (legislation.gov.au), CC BY 4.0.
Companies (Acquisition of Shares) Act 1980
No. 64 of 1980
An Act relating to the acquisition of shares in companies incorporated in the Australian Capital Territory and matters connected therewith
[Assented to 28 May 1980]
BE IT ENACTED by the Queen, and the Senate and the House of Representatives of the Commonwealth of Australia, as follows:
PART I—PRELIMINARY
Short title
Commencement
Object
Repeal
Incorporation
(2) For the purposes of the operation of the Companies Ordinance 1962 and regulations under that Ordinance, and the performance of functions and the exercise of powers under that Ordinance or those regulations, with respect to the provisions of, or matters relating to or arising under, this Act—
(a) references in that Ordinance or those regulations to the Registrar of Companies shall be construed as references to the Commission;
(b) references in that Ordinance or those regulations to documents submitted to, or filed or lodged with, the Registrar of Companies shall be construed as references to documents submitted to, or filed or lodged with, the Commission under this Act; and
(c) references in those regulations to the Companies Ordinance 1962 shall be construed as references to that Ordinance as incorporated with this Act by reason of sub-section (1).
Definitions
6. In this Act, unless the contrary intention appears—
“business rules”, in relation to a stock exchange, means rules, regulations or by-laws—
(a) governing the activities or conduct of the stock exchange or of its members; or
(b) governing the activities or conduct of other persons in relation to the stock market of the stock exchange,
being rules, regulations or by-laws made by the stock exchange or contained in any of the constituent documents of the stock exchange, but does not include rules, regulations or by-laws that are listing rules of the stock exchange;
“company” means a company as defined by sub-section 5(1) of the Companies Ordinance 1962 and includes a body corporate incorporated in the Territory that has a share capital;
“convertible note” has the same meaning as in Division 3a of Part III of the Income Tax Assessment Act 1936;
“dealing in securities” means (whether as principal or agent) acquiring, disposing of, subscribing for, underwriting or sub-underwriting securities or making or offering to make, or inducing or attempting to induce a person to make or to offer to make, an agreement—
(a) for or with respect to acquiring, disposing of, subscribing for, underwriting or sub-underwriting securities; or
(b) the purpose or purported purpose of which is to secure a profit or gain to a person who acquires, disposes of, subscribes for, underwrites or sub-underwrites securities or to any of the parties to the agreement in relation to securities;
“director”, in relation to a corporation, includes—
(a) any person occupying or acting in the position of director of the corporation, by whatever name called and whether or not validly appointed to occupy or duly authorized to act in the position; and
(b) any person in accordance with whose directions or instructions the directors of the corporation are accustomed to act;
“executive officer”, in relation to a corporation, means any person, by whatever name called and whether or not he is a director of the corporation, who is concerned, or takes part, in the management of affairs of the corporation;
“expert”, in relation to a matter, means any person whose profession or reputation gives authority to a statement made by him in relation to that matter;
“home exchange”, in relation to a listed public company, means the stock exchange designated to the company as its Home Exchange by the Australian Associated Stock Exchanges;
“invitation” means a statement, however expressed, that is not an offer but expressly or impliedly invites a holder of shares to offer to dispose of shares or a holder of a right, being a right to acquire a share or an interest in a share under an option, to dispose of the right;
“listed public company” means a company shares in which are listed for quotation on the stock market of a stock exchange;
“listing rules”, in relation to a stock exchange, means rules, regulations or by-laws governing or relating to—
(a) the admission to, or removal from, the official list of the stock exchange of bodies corporate, governments, unincorporate bodies or other persons for the purposes of the quotation on the stock market of the stock exchange of securities of, or made available by, bodies corporate, governments, unincorporate bodies or other persons and for other purposes; or
(b) the activities or conduct of bodies corporate, governments, unincorporate bodies and other persons who are admitted to that list,
whether those rules, regulations or by-laws—
(c) are made by the stock exchange or are contained in any of the constituent documents of the stock exchange; or
(d) are made by another person and adopted by the stock exchange;
“marketable parcel”, in relation to shares in a listed public company, means a marketable parcel of shares in that listed public company within the meaning of the relevant business rules or listing rules of the stock exchange that is the home exchange in relation to that listed public company;
“marketable securities” means debentures, stocks, shares or bonds of any Government, of any local government authority or of any corporation, association or society, and includes any right or option in respect of shares in any corporation and any prescribed interest;
“nominee corporation” means a corporation whose principal business is the business of holding marketable securities as a trustee or nominee;
“non-voting share”, in relation to a company, means an issued share in the company that is not a voting share;
“offeror” means—
(a) a person who dispatches or proposes to dispatch a take-over offer, whether he dispatches or proposes to dispatch the offer himself or by an agent or nominee; or
(b) 2 or more persons who together dispatch or propose to dispatch a take-over offer, whether they dispatch or propose to dispatch the offer themselves or by an agent or nominee;
“officer”, in relation to a corporation, means—
(a) a director, secretary or executive officer of the corporation;
(b) a receiver and manager of the property or any part of the property of the corporation appointed under a power contained in an instrument;
(c) an official manager or deputy official manager of the corporation appointed under the provisions of Part IX of the Companies Ordinance 1962 or under the provisions of the law of a State or another Territory that correspond with that Part;
(d) a liquidator of the corporation appointed in a voluntary winding up of the corporation; and
(e) a trustee or other person administering a compromise or arrangement made between the corporation and its creditors,
but does not include—
(f) a receiver who is not also a manager;
(g) a receiver and manager appointed by a court; or
(h) a liquidator appointed by a court;
“on-market offeror” means—
(a) a person who makes, or proposes to make, offers to acquire shares in accordance with section 17; or
(b) 2 or more persons who together make, or propose to make, offers to acquire shares in accordance with section 17;
“Part A statement” means a statement in writing that complies with the requirements of Part A of the Schedule;
“Part B statement” means a statement in writing that complies with the requirements of Part B of the Schedule;
“Part C statement” means a statement in writing that complies with the requirements of Part C of the Schedule;
“Part D statement” means a statement in writing that complies with the requirements of Part D of the Schedule;
“prescribed condition”, in relation to a take-over offer, means—
(a) a condition that will, in circumstances referred to in the condition, result in the rescission of, or entitle the offeror to rescind, a contract that results from an acceptance of the offer; or
(b) a condition that prevents a binding contract from resulting from an acceptance of the offer unless or until the condition is fulfilled;
“prescribed interest” means an interest as defined in sub-section 76 (1) of the Companies Ordinance 1962;
“prescribed occurrence”, in relation to a target company, means—
(a) any one or more of the provisions of the constituent documents of the target company or of a subsidiary of the target company being altered in any of the ways mentioned in sub-section 62 (1) of the Companies Ordinance 1962;
(b) the target company or a subsidiary of the target company resolving to reduce its share capital in any way;
(c) the target company or a subsidiary of the target company making an allotment of, or granting an option to subscribe for, any of its shares, or agreeing to make such an allotment or grant such an option;
(d) the target company or a subsidiary of the target company issuing, or agreeing to issue, convertible notes;
(e) the target company or a subsidiary of the target company disposing, or agreeing to dispose, of the whole, or a substantial part, of its business or property;
(f) the target company or a subsidiary of the target company charging, or agreeing to charge, the whole, or a substantial part, of its business or property;
(g) the target company or a subsidiary of the target company resolving that it be wound up;
(h) the appointment of a provisional liquidator of the target company or of a subsidiary of the target company;
(j) the making of an order by a court for the winding up of the target company or of a subsidiary of the target company;
(k) the target company or a subsidiary of the target company being placed under official management; or
(l) the appointment of a receiver, or a receiver and manager, in relation to the whole, or a substantial part, of the property of the target company or of a subsidiary of the target company;
“recorded”, in relation to a dealing in shares in a listed public company, means recorded by a stock exchange;
“renounceable option” means an option to have an allotment of shares in a corporation made to the holder of the option, being an option that is capable of being assigned;
“securities”, in relation to a corporation, means—
(a) shares in, or debentures of, the corporation;
(b) any right or option in respect of any such shares or debentures; and
(c) any prescribed interest made available by the corporation;
“stock exchange” means a body corporate (whether or not incorporated in the Territory) that is declared by the regulations to be a stock exchange for the purposes of this Act;
“stock market” means a market, exchange or other place (whether or not in the Territory) at which, or a facility (whether or not in the Territory) by means of which, securities of corporations are regularly offered for sale, purchase or exchange;
“take-over announcement” means an announcement made in accordance with section 17;
“take-over offer” means an offer to acquire shares made under a take-over scheme;
“take-over scheme” means a take-over scheme referred to in section 16; “target company” means—
(a) in relation to a take-over offer—the company for the acquisition of shares in which that offer has been, or is proposed to be, dispatched;
(b) in relation to a take-over scheme—the company shares in which are proposed to be acquired under the scheme; and
(c) in relation to a take-over announcement—the company in relation to shares in which the take-over announcement has been, or is proposed to be, made;
“trading day”, in relation to a stock exchange, means a day on which the stock market of that stock exchange is open for the sale, purchase or exchange of securities.
Provisions relating to acquisition and disposal of, and entitlement to, shares, and associated persons
7. (1) For the purposes of this Act, a person shall be taken to acquire shares in a company (in this sub-section referred to as the “shares concerned”) if, and only if—
(a) he acquires a relevant interest in the shares concerned as a direct or indirect result of a transaction entered into by him or on his behalf in relation to those shares, in relation to any other securities of that company or in relation to securities of any other corporation; or
(b) he acquires any legal or equitable interest in securities of that company or in securities of any other corporation and, as a direct or indirect result of the acquisition, another person acquires a relevant interest in the shares concerned.
(2) For the purposes of this Act, a person shall be taken to dispose of shares in a company if, and only if, having a relevant interest in those shares, he ceases to have a relevant interest in those shares as a result of the doing of any act, the entering into of any transaction or the occurrence of any circumstance.
(3) For the purposes of this Act, the shares in a company to which a person (in this sub-section and sub-section (4) referred to as the “person concerned”) is entitled include—
(a) shares in which the person concerned has a relevant interest; and
(b) except where the person concerned is a nominee corporation in respect of which a certificate by the Commission is in force under sub-section (8)—shares in which a person who is an associate of the person concerned has a relevant interest.
(4) A reference in paragraph (3)(b) to a person who is an associate of the person concerned shall be construed as a reference to—
(a) if the person concerned is a corporation—
(i) a director or secretary of the corporation;
(ii) a corporation that is related to the person concerned; or
(iii) a director or secretary of such a related corporation;
(b) a person with whom the person concerned has, or proposes to enter into, an agreement, arrangement, understanding or undertaking, whether formal or informal and whether express or implied—
(i) by reason of which either of those persons may exercise, directly or indirectly control the exercise of, or substantially influence the exercise of, any voting power attached to shares in the company referred to in sub-section (3);
(ii) with a view to controlling or influencing the composition of the board of directors, or the conduct of affairs, of the company referred to in sub-section (3); or
(iii) under which either of those persons may acquire from the other of them shares in the company referred to in sub-section (3) or may be required to dispose of such shares in accordance with the directions of the other of them;
(c) a person in concert with whom the person concerned is acting, or proposes to act, in relation to the acquisition or proposed acquisition of shares in the company referred to in sub-section (3);
(d) a person with whom the person concerned is, or proposes to become, associated, whether formally or informally with a view to controlling or influencing the composition of the board of directors, or the conduct of affairs, of the company referred to in sub-section (3);
(e) a person with whom the person concerned is, by virtue of the regulations, t
This is an opening excerpt, not the complete document.