This instrument is the Competition and Consumer (Notification of Acquisitions) Determination 2025.
1-3 Authority
This instrument is made under the Competition and Consumer Act 2010.
Note 1: Section 51ABP of the Act provides that the Minister may determine the circumstances in which acquisitions are required to be notified to the Commission. The circumstances are to be determined wholly or partly by reference to the acquisitions meeting a specified threshold.
Note 2: Section 51ABQ of the Act provides that the Minister may determine that certain classes of acquisitions are required to be notified to the Commission.
Note 3: Subsection 51ABS(6) of the Act provides that the Minister may determine that a class of acquisitions of shares in the capital of a body corporate is required to be notified to the Commission.
Note 4: A different sunsetting period applies to Part 3 of this instrument than would generally apply under the Legislation Act 2003—see subsection 51ABQ(6) of the Act.
Note 5: Subsection 51ABU(3) of the Act provides that the Minister may determine requirements for a notification waiver application. Further, subsection 51ABV(3) of the Act provides that the Minister may determine requirements with which the Commission must comply when making a determination in relation to a notification waiver application.
Note 6: Subsection 51ABZZI(6) of the Act provides that the Minister may determine that the acquisitions register must include, for each notified acquisition, details of the notification of the acquisition, any other information or documents relating to the operation of the acquisitions provisions, or a time by which such information or documents must be included on the acquisitions register.
Note 7: Subsections 100A(3), 100C(2) and 100D(2) of the Act provide that the Minister may determine requirements in relation to applications to the Tribunal for the review of decisions and determinations. Subsection 112(2) of the Act enables the Minister to determine fees in relation to those applications.
Note 8: The Minister may determine fees payable in relation to notifications, applications and information that must be provided to the Commission (see sections 7-50 and 7-51 of this instrument).
1-4 Definitions
Note 1: Expressions have the same meaning in this instrument as in the Competition and Consumer Act 2010 as in force from time to time—see paragraph 13(1)(b) of the Legislation Act 2003.
Note 2: The expressions ‘asset’ and ‘acquisition of an asset’ have the meanings affected by section 51ABN of the Competition and Consumer Act 2010.
Note 3: The expression ‘land’ is defined in section 2B of the Acts Interpretation Act 1901.
In this instrument:
ABN has the meaning given by the A New Tax System (Australian Business Number) Act 1999.
accounting standards means:
(a) accounting standards within the meaning given by the Corporations Act 2001; and
(b) international accounting standards made or adopted by the International Accounting Standards Board; and
(c) accounting standards made by a responsible body of a foreign country that correspond to, and are equivalent to, standards covered by paragraph (a) or (b).
ACN has the meaning given by the Corporations Act 2001.
ANZSIC means the Australian and New Zealand Standard Industrial Classification (ANZSIC) 2006 (1292.0) published by the Australian Statistician, as revised and in force on the day this instrument commences.
Note: In 2025, the Australian and New Zealand Standard Industrial Classification 2006 could be viewed at the Australian Bureau of Statistics website (http://www.abs.gov.au).
approved stock exchange has the meaning given by the Income Tax Assessment Act 1997.
arm’s length has the same meaning as in the Income Tax Assessment Act 1997.
Australian revenue—see section 1-8.
body regulated by APRA has the meaning given by the Australian Prudential Regulation Authority Act 1998.
connected entity has the meaning given by section 1-5.
connected with Australia—see section 1-6.
contract date, in relation to the acquisition of a share or asset, means the date on which a contract, arrangement or understanding has been entered into, pursuant to which the acquisition of the share or asset is to take place.
custodial or depository service has the meaning given by the Corporations Act 2001.
debt interest has the meaning given by the Income Tax Assessment Act 1997.
derivative means any of the following:
(a) the meaning given by the Corporations Act 2001;
(b) the meaning that would be given by the Corporations Act 2001 if paragraph 761D(3)(a) of that Act did not apply in relation to a derivative covered by subparagraph 761D(1)(c)(iv) of that Act.
Note: Subparagraph 761D(1)(c)(iv) of the Corporations Act 2001 relates to commodities derivatives.
equity interest has the meaning given by the Income Tax Assessment Act 1997.
exempt investor means a person who is:
(a) offered securities in circumstances that do not require disclosure under Part 6D.2 of the Corporations Act 2001 because of subsections 708(8) to (12) of that Act; or
(b) offered securities as a wholesale client (as defined in section 761G of that Act).
financial market has the meaning given by the Corporations Act 2001.
foreign exchange contract has the meaning given by the Corporations Act 2001.
GDP implicit price deflator value—see subsection 7-2(1).
income year has the meaning given by the Income Tax Assessment Act 1997.
loan includes:
(a) an advance of money; and
(b) a provision of credit or any other form of financial accommodation; and
(c) a payment of an amount for, on account of, on behalf of or at the request of, an entity, if there is an express or implied obligation to repay the amount; and
(d) a transaction (whatever its terms or form) which in substance effects a loan of money.
major supermarket has the meaning given by section 1-7.
minority shareholder protection rights means a bundle of rights that meet all of the following:
(a) the rights are consistent with the rights that are normally accorded to minority shareholders in order to protect their financial interests as investors; and
(b) the rights are reasonably appropriate and adapted to achieving the purpose of protecting a minority shareholder’s financial interests, in their capacity as an investor, and not for some other purpose; and
(c) the rights conferred on a minority shareholder do not include any of the following:
(i) the capacity to control or practically influence (whether alone or in concert with others) the composition of a company’s board;
(ii) the capacity to control, practically influence or prevent (whether alone or in concert with others) the appointment or termination of senior managers of a company;
(iii) the capacity to control or practically influence (whether alone or in concert with others) decisions about a company’s financial and operating policies.
Note: Example: Rights normally accorded to minority shareholders under paragraph (a) include those which relate to protections from changes to a company’s constitution or capital, or the liquidation, sale or winding up of the company. Other rights covered by paragraph (a) may include access to information consistent with a minority shareholder's investment, and board representation or observer rights.
prudential standards means the prudential standards determined by the Australian Prudential Regulation Authority and in force under a prudential regulation framework law (within the meaning of the Australian Prudential Regulation Authority Act 1998).
quasi-land right means any of the following:
(a) a mining, quarrying or prospecting right (within the meaning of the Income Tax Assessment Act 1997);
(b) a water entitlement (within the meaning of the Income Tax Assessment Act 1997);
(c) a right in relation to land for forestry operations (within the meaning of subsection 40(2) of the Environment Protection and Biodiversity Conservation Act 1999).
residential premises has the same meaning as in section 195-1 of the A New Tax System (Goods and Services Tax) Act 1999.
scheme means:
(a) any agreement, arrangement, understanding, promise or undertaking, whether express or implied; or
(b) any scheme, plan, proposal, action, course of action or course of conduct, whether unilateral or otherwise; or
(c) any combination of 2 or more things that are schemes because of paragraph (a) or (b).
securities has the meaning given by subsection 92(3) of the Corporations Act 2001.
security interest means any of the following:
(a) the meaning given by the Personal Property Securities Act 2009;
(b) a charge (within the meaning of the Corporations Act 2001), lien or pledge;
(c) collateral under a credit support agreement.
small acquisition test—see section 1-14.
small business entity has the meaning given by the Income Tax Assessment Act 1997.
superannuation entity has the meaning given by the Superannuation Industry (Supervision) Act 1993.
supermarket business has the meaning given by section 5 of the Competition and Consumer (Industry Codes—Food and Grocery) Regulations 2024.
the Act means the Competition and Consumer Act 2010.
tier-1 accumulated acquired shares or assets revenue test—see subsection 1‑11(1).
tier-1 acquired shares or assets revenue test—see subsections 1-10(1) and (5).
tier-1 transaction value test—see subsection 1-12(1).
tier-2 accumulated acquired shares or assets revenue test—see subsection 1‑11(2).
tier-2 acquired shares or assets revenue test—see subsections 1-10(2) and (6).
tier-2 transaction value test—see subsection 1-12(2).
tier-3 transaction value test—see subsection 1-12(3).
very large corporate group revenue test—see section 1-13.
1-5 Meaning of connected entity
(1) An entity (the first entity) is a connected entity of another entity (the second entity) if the second entity is related to the first entity in a way referred to in section 4A of the Act.
(2) An entity (the first entity) is also a connected entity of another entity (the second entity) if:
(a) the first entity controls (within the meaning of section 50AA of the Corporations Act 2001), either alone, or together with one or more associates (within the meaning of Chapter 6 of the Corporations Act 2001), the second entity; or
(b) the first entity is controlled (within the meaning of section 50AA of the Corporations Act 2001), either alone, or together with one or more associates (within the meaning of Chapter 6 of the Corporations Act 2001), by the second entity; or
(c) the first entity and the second entity are both controlled (within the meaning of section 50AA of the Corporations Act 2001) by another entity.
(3) For the purposes of paragraph (2)(a), disregard subsection 50AA(4) of the Corporations Act 2001 to the extent that one or more of the following apply:
(a) the second entity is a special purpose vehicle;
(b) the second entity has a relevant legal obligation because it is a subsidiary of a body corporate.
Note: Under subsection 50AA(4) of the Corporations Act 2001, the first entity is taken not to control a second entity where the first entity is under a legal obligation to exercise its capacity to influence decisions about the second entity’s financial and operating policies for the benefit of someone other than the first entity’s members.
Entities with minority shareholder protection rights not to be considered associates just because they hold those rights
(4) For the purposes of paragraphs (2)(a) and (b), an entity (the first entity) is not to be taken to be an associate in relation to another entity (the second entity) if:
(a) the second entity is not a Chapter 6 entity; and
(b) the first entity and second entity have, or propose to enter into, a relevant agreement (within the meaning of the Corporations Act 2001); and
(c) the only reason the first entity would, apart from this subsection, be taken to be an associate of the second entity is because the relevant agreement has provided, or will provide, the first entity with rights that are minority shareholder protection rights.
1-6 Meaning of connected with Australia
For the purposes of this instrument, a share or asset is connected with Australia if:
(a) in relation to a share—the share is in the capital of a body corporate that carries on business in Australia; or
(b) in relation to an asset that is an interest in an entity (other than a share in the capital of a body corporate)—the interest is in an entity that carries on business in Australia; or
(c) in all other cases—the asset is used in, or forms part of, a business carried on in Australia.
1-7 Meaning of major supermarket
Each of the following entities is a major supermarket:
(a) Coles Group Limited (ABN 11 004 089 936);
(b) each connected entity of the entity mentioned in paragraph (a);
(c) Woolworths Group Limited (ABN 88 000 014 675);
(d) each connected entity of the entity mentioned in paragraph (c).
1-8 Meaning of Australian revenue
For the purposes of this instrument, an entity’s Australian revenue, at a time, is so much of the entity’s gross revenue, determined in accordance with accounting standards, for the entity’s most recently ended 12-month financial reporting period, that is attributable to transactions or assets within Australia, or transactions into Australia.
1-9 Combined acquirer/target revenue test
(1) For the purposes of this instrument, an acquisition satisfies the combined acquirer/target revenue test at a time if the sum of all of the following, at that time, is $200 million or more:
(a) the Australian revenue of the principal party to the acquisition;
(b) the Australian revenue of each connected entity of the principal party to the acquisition;
(c) where the acquisition is in shares in a body corporate—the Australian revenue of the body corporate;
(d) the Australian revenue of each connected entity of the body corporate mentioned in paragraph (c) (other than an entity not being indirectly acquired as a result of the acquisition);
(e) where the acquisition is of an asset and the acquisition has the effect that a person will, or can, acquire all, or substantially all, of the assets of a business—the Australian revenue of the target to the acquisition to the extent that it is attributable to the business.
Note: Example: For paragraph (e): a principal party acquires one store from a corporation that owns 10 stores; or the bottle manufacturing arm of a bottled drink producer and supplier; or the dog grooming business of a pet supplies corporation. The Australian revenue to be included in the calculation is that part of the Australian revenue of the target as is attributable to the store, bottle manufacturing arm or dog grooming business.
(2) For the purposes of subsection (1), do not include the Australian revenue of any entity mentioned in a paragraph in subsection (1) if the entity’s Australian revenue is included in the Australian revenue of another entity mentioned in a paragraph in subsection (1).
Note: When an entity controls one or more entities, the first entity is generally required to prepare consolidated financial statements. To avoid double counting, the Australian revenue of a controlled entity should not be included in the calculation if the parent entity’s consolidated Australian revenue is also being included.
1-10 Acquired shares or assets revenue tests
General case: one corporate group acquires another corporate group (or parts thereof)
(1) For the purposes of this instrument, an acquisition satisfies the tier-1 acquired shares or assets revenue test at a time if the sum of all of the following, at that time, is $50 million or more:
(a) where the acquisition is in shares in a body corporate—the Australian revenue of the body corporate;
(b) the Australian revenue of each connected entity of the body corporate mentioned in paragraph (a) (other than an entity not being indirectly acquired as a result of the acquisition);
(c) where the acquisition is of an asset and the acquisition has the effect that a person will, or can, acquire all, or substantially all, of the assets of a business—the Australian revenue of the target to the acquisition to the extent that it is attributable to the business.
(2) For the purposes of this instrument, an acquisition satisfies the tier-2 acquired shares or assets revenue test at a time if the sum of all of the following, at that time, is $10 million or more:
(a) where the acquisition is in shares in a body corporate—the Australian revenue of the body corporate;
(b) the Australian revenue of each connected entity of the body corporate mentioned in paragraph (a) (other than an entity not being indirectly acquired as a result of the acquisition);
(c) where the acquisition is of an asset and the acquisition has the effect that a person will, or can, acquire all, or substantially all, of the assets of a business—the Australian revenue of the target to the acquisition to the extent that it is attributable to the business.
(3) For the purposes of subsections (1) and (2), do not include the Australian revenue of any entity mentioned in a paragraph in subsection (1) or (2) if the entity’s Australian revenue is included in the Australian revenue of another entity mentioned in a paragraph in that subsection.
Note: When an entity controls one or more entities, the first entity is generally required to prepare consolidated financial statements. To avoid double counting, the Australian revenue of a controlled entity should not be included in the calculation if the parent entity’s consolidated Australian revenue is also being included.
Special case: more than 2 parties to the acquisition
(5) For the purposes of this instrument, an acquisition also satisfies the tier-1 acquired shares or assets revenue test if:
(a) there are more than 2 parties to a contract, arrangement or understanding, pursuant to which the acquisition is to take place; and
(b) the contract, arrangement or understanding involves more than one acquisition of shares and assets; and
(c) any one of the acquisitions under the contract, arrangement or understanding satisfies subsection (1).
(6) For the purposes of this instrument, an acquisition also satisfies the tier-2 acquired shares or assets revenue test if:
(a) there are more than 2 parties to a contract, arrangement or understanding, pursuant to which the acquisition is to take place; and
(b) the contract, arrangement or understanding involves more than one acquisition of shares and assets; and
(c) any one of the acquisitions under the contract, arrangement or understanding satisfies subsection (2).
1-11 Accumulated acquired shares or assets revenue tests
Tier-1 accumulated acquired shares or assets revenue test
(1) For the purposes of this instrument, an acquisition satisfies the tier-1 accumulated acquired shares or assets revenue test at a time, if, at that time (the test time):
(a) the acquisition is of shares or assets (the current shares or assets); and
(b) the principal party to the acquisition, or a connected entity of the principal party, acquired other shares or assets (the previous shares or assets) in the 3-year period ending at the test time; and
(c) both the current shares or assets and the previous shares or assets relate, directly or indirectly, to the carrying on of a business that predominantly involves the supply or acquisition of the same goods or services, or goods and services that are substitutable for, or otherwise competitive with, each other (disregarding any geographic factors or limitations); and
(d) the acquisition of the previous shares or assets and the current shares or assets, if treated as a single acquisition, would satisfy the tier-1 acquired shares or assets revenue test.
Tier-2 accumulated acquired shares or assets revenue test
(2) For the purposes of this instrument, an acquisition satisfies the tier-2 accumulated acquired shares or assets revenue test at a time, if, at that time (the test time):
(a) the acquisition is of shares or assets (the current shares or assets); and
(b) the principal party to the acquisition, or a connected entity of the principal party, acquired other shares or assets (the previous shares or assets) in the 3-year period ending at the test time; and
(c) both the current shares or assets and the previous shares or assets relate, directly or indirectly, to the carrying on of a business that predominantly involves the supply or acquisition of the same goods or services, or goods and services that are substitutable for, or otherwise competitive with, each other (disregarding any geographic factors or limitations); and
(d) the acquisition of the previous shares or assets and the current shares or assets, if treated as a single acquisition, would satisfy the tier-2 acquired shares or assets revenue test.
Certain acquisitions of previous shares or assets are to be disregarded
(3) In determining whether an acquisition satisfies the tier-1 accumulated acquired shares or assets revenue test under subsection (1) or the tier-2 accumulated acquired shares or assets revenue test under subsection (2), disregard the acquisition of a previous share or asset where the acquisition of the previous share or asset:
(a) was a notified acquisition (other than because of, in combination with other provisions of the Act and this instrument, a previous operation of this section and section 2-3); or
(b) satisfied the small acquisition test at the time it was put into effect; or
(c) was not connected with Australia; or
(d) was in the shares of a body corporate and at the test time neither the principal party to the acquisition, nor a connected entity of the principal party, has begun or can begin to control (within the meaning of section 50AA of the Corporations Act 2001 after applying the modifications set out in subsection 51ABS(2) of the Act) the body corporate; or
(e) was of assets (other than shares) and at the test time neither the principal party to the acquisition, nor a connected entity of the principal party, continues to hold an interest in those assets.
Australian revenue of acquisitions of previous shares or assets are to be ascertained as at their respective historical contract dates
(4) In determining whether an acquisition satisfies the tier-1 accumulated acquired shares or assets revenue test under subsection (1) or the tier-2 accumulated acquired shares or assets revenue test under subsection (2), the Australian revenue to be taken into account in applying either test as it relates to the acquisition of a previous share or asset is the Australian revenue calculated by reference to the contract date for that previous acquisition.
1-12 Transaction value tests
Tier-1 transaction value test
(1) For the purposes of this instrument, an acquisition satisfies the tier-1 transaction value test at a time if the greater of the following is, at that time, $250 million or more:
(a) the sum of the market values of all the shares and assets being acquired as part of the contract, arrangement or understanding, pursuant to which the acquisition is to take place;
(b) the consideration received or receivable for all of the shares and assets being acquired as part of the contract, arrangement or understanding, pursuant to which the acquisition is to take place.
Tier-2 transaction value test
(2) For the purposes of this instrument, an acquisition satisfies the tier-2 transaction value test at a time if the greater of the following is, at that time, $200 million or more:
(a) the sum of the market values of all the shares and assets being acquired as part of the contract, arrangement or understanding, pursuant to which the acquisition is to take place;
(b) the consideration received or receivable for all of the shares and assets being acquired as part of the contract, arrangement or understanding, pursuant to which the acquisition is to take place.
Tier-3 transaction value test
(3) For the purposes of this instrument, an acquisition satisfies the tier-3 transaction value test at a time if the greater of the following is, at that time, $50 million or more:
(a) the sum of the market values of all the shares and assets being acquired as part of the contract, arrangement or understanding, pursuant to which the acquisition is to take place;
(b) the consideration received or receivable for all of the shares and assets being acquired as part of the contract, arrangement or understanding, pursuant to which the acquisition is to take place.
1-13 Very large corporate group revenue test
(1) For the purposes of this instrument, an acquisition satisfies the very large corporate group revenue test at a time if the sum of all of the following, at that time, is $500 million or more:
(a) the Australian revenue of the principal party to the acquisition;
(b) the Australian revenue of each connected entity of the principal party to the acquisition.
(2) For the purposes of subsection (1), do not include the Australian revenue of any entity mentioned in a paragraph in subsection (1) if the entity’s Australian revenue is included in the Australian revenue of another entity mentioned in a paragraph in subsection (1).
Note: When an entity controls one or more entities, the first entity is generally required to prepare consolidated financial statements. To avoid double counting, the Australian revenue of a controlled entity should not be included in the calculation if the parent entity’s consolidated Australian revenue is also being included.
Special rule: multiple principal parties to the acquisition
(3) If there is more than one principal party to an acquisition, then despite subsection (1), the very large corporate group revenue test is satisfied for the acquisition only if subsection (1) is satisfied for any one of the principal parties.
1-14 Small acquisition test
(1) For the purposes of this instrument, an acquisition satisfies the small acquisition test at a time if the sum of all of the following, at that time, is less than $2 million:
(a) where the acquisition is in shares in a body corporate—the Australian revenue of the body corporate;
(b) the Australian revenue of each connected entity of the body corporate mentioned in paragraph (a) (other than an entity not being indirectly acquired as a result of the acquisition);
(c) where the acquisition is of an asset and the acquisition has the effect that a person will, or can, acquire all, or substantially all, of the assets of a business—the Australian revenue of the target to the acquisition to the extent that it is attributable to the business;
(d) where the acquisition is of an asset and the acquisition does not have the effect that a person will, or can, acquire all, or substantially all, of the assets of a business—the market value of the asset.
(2) For the purposes of subsection (1), do not include the Australian revenue of any entity mentioned in a paragraph in subsection (1) if the entity’s Australian revenue is included in the Australian revenue of another entity mentioned in a paragraph in subsection (1).
Note: When an entity controls one or more entities, the first entity is generally required to prepare consolidated financial statements. To avoid double counting, the Australian revenue of a controlled entity should not be included in the calculation if the parent entity’s consolidated Australian revenue is also being included.
Special case: more than 2 parties to the acquisition
(4) For the purposes of this instrument, an acquisition also satisfies the small acquisition test if:
(a) there are more than 2 parties to a contract, arrangement or understanding, pursuant to which the acquisition is to take place; and
(b) the contract, arrangement or understanding involves more than one acquisition of shares and assets; and
(c) all of the acquisitions under the contract, arrangement or understanding satisfy subsection (1).
Part 2—Circumstances where acquisitions require notification
Division 1—General circumstances
2-1 Circumstance—acquisitions resulting in large or larger corporate groups
Under subsection 51ABP(1) of the Act, the following circumstances are determined for the purposes of subparagraph 51ABO(b)(i) of the Act in relation to an acquisition:
(a) the acquisition is of shares or assets; and
(b) the shares or assets are connected with Australia; and
(c) the acquisition satisfies the combined acquirer/target revenue test on the contract date; and
(d) at least one of the following is met:
(i) the acquisition satisfies the tier-1 acquired shares or assets revenue test on the contract date;
(ii) the acquisition satisfies the tier-1 transaction value test on the contract date.
Note: Even where an acquisition falls within the circumstances set out in this section, an acquisition covered by Division 2 of this Part is not required to be notified.
2-2 Circumstance—acquisitions by very large corporate groups
Under subsection 51ABP(1) of the Act, the following circumstances are determined for the purposes of subparagraph 51ABO(b)(i) of the Act in relation to an acquisition:
(a) the acquisition is of shares or assets; and
(b) the shares or assets are connected with Australia; and
(c) the acquisition satisfies the very large corporate group revenue test on the contract date; and
(d) the acquisition satisfies the tier-2 acquired shares or assets revenue test on the contract date.
Note: Even where an acquisition falls within the circumstances set out in this section, an acquisition covered by Division 2 of this Part is not required to be notified.
2-3 Circumstance—creeping or serial acquisitions
Under subsection 51ABP(1) of the Act, the following circumstances are determined for the purposes of subparagraph 51ABO(b)(i) of the Act in relation to an acquisition:
(a) the acquisition is of shares or assets; and
(b) the shares or assets are connected with Australia; and
(c) the acquisition satisfies either the combined acquirer/target revenue test or very large corporate group revenue test, on the contract date; and
(d) at least one of the following is met:
(i) where the combined acquirer/target revenue test is satisfied—the acquisition satisfies the tier-1 accumulated acquired shares or assets revenue test on the contract date;
(ii) where the very large corporate group revenue test is satisfied—the acquisition satisfies the tier-2 accumulated acquired shares or assets revenue test on the contract date; and
(e) the acquisition does not satisfy the small acquisition test on the contract date.
Note: Even where an acquisition falls within the circumstances set out in this section, an acquisition covered by Division 2 of this Part is not required to be notified.
2-4 Circumstance—asset acquisitions (other than acquisitions of all or substantially all of the assets of a business)
(1) Under subsection 51ABP(1) of the Act, the following circumstances are determined for the purposes of subparagraph 51ABO(b)(i) of the Act in relation to an acquisition:
(a) the acquisition is of assets (other than shares); and
(b) the acquisition does not have the effect that a person will, or can, acquire all, or substantially all, of the assets of a business; and
(c) the assets are connected with Australia; and
(d) the acquisition satisfies the combined acquirer/target revenue test on the contract date; and
(e) the acquisition satisfies the tier-2 transaction value test on the contract date.
Note: Even where an acquisition falls within the circumstances set out in this subsection, an acquisition covered by Division 2 of this Part is not required to be notified.
(2) Under subsection 51ABP(1) of the Act, the following circumstances are also determined for the purposes of subparagraph 51ABO(b)(i) of the Act in relation to an acquisition:
(a) the acquisition is of assets (other than shares); and
(b) the acquisition does not have the effect that a person will, or can, acquire all, or substantially all, of the assets of a business; and
(c) the assets are connected with Australia; and
(d) the acquisition satisfies the very large corporate group revenue test on the contract date; and
(e) the acquisition satisfies the tier-3 transaction value test on the contract date.
Note: Even where an acquisition falls within the circumstances set out in this subsection, an acquisition covered by Division 2 of this Part is not required to be notified.
Division 2—Exceptions to the general circumstances
2-19 Circumstances in which acquisitions are not required to be notified
Under section 51ABRA of the Act, an acquisition covered by this Division is an acquisition that occurs in circumstances that are determined for the purposes of subparagraph 51ABO(c)(i) of the Act unless the acquisition falls within a class of acquisition covered by Division 1 of Part 3 of this instrument.
Note: An acquisition that occurs in circumstances determined for the purposes of subparagraph 51ABO(c)(i) of the Act is not required to be notified.
2-20 Certain land and quasi-land acquisitions
Acquisition of land in the ordinary course of business
(1A) This Division covers an acquisition that has the effect that a person will acquire a legal or equitable interest in land if the acquisition is undertaken in the ordinary course of business.
Acquisition of land for the purpose of developing residential premises or operating a land development or management business
(1) This Division covers, to the extent not already covered by subsection (1A), an acquisition that has the effect that a person will acquire a legal or equitable interest in land (including vacant and developed land) for any of the following purposes:
(a) developing residential premises;
(b) any purpose of the person in carrying on a business primarily engaged in buying, selling, leasing or developing land, other than a purpose relating to operating a commercial business on the land that is not ancillary or incidental to the primary purpose of buying, selling, leasing or developing the land.
Land entities
(2) This Division also covers an acquisition of an interest in an entity (including a share) where:
(a) the entity’s only non-cash asset is:
(i) a legal or equitable interest in land; and
(ii) if the entity has an interest in a special purpose vehicle—the interest in the special purpose vehicle, if the special purpose vehicle is established and maintained for the purpose of financing a project relating to land owned by the entity (or a connected entity of the entity) for one or more of the purposes mentioned in a paragraph in subsection (1); and
(b) the entity’s holding of that land is for one or more of the purposes mentioned in a paragraph in subsection (1).
Lease extensions and renewals
(3) This Division also covers an acquisition of a legal or equitable interest in land if the acquisition is an extension or renewal of a lease for the land.
Acquiring a legal interest or further equitable interests in land after an initial equitable interest was previously notified
(4) This Division also covers an acquisition of a legal or equitable interest in land (the subsequent interest) if:
(a) the acquirer previously acquired an equitable interest in the land (the previous interest); and
(b) the acquisition of the previous interest was either:
(i) a notified acquisition; or
(ii) not required to be notified because the Commission made a determination under paragraph 51ABV(1)(a) of the Act (about waivers); and
(c) the same acquirer then acquired the subsequent interest in the land; and
(d) the size of the land to which the previous interest and subsequent interest relate are materially the same; and
(e) the proportion of the ownership interest in the land to which the previous interest and subsequent interest relate are the same.
Land development rights
(5) This Division also covers an acquisition that is an interest in land in the form of land development rights, and if those land development rights were an equitable interest in land, the acquisition would be covered by this section.
Sale and leaseback arrangements
(6) This Division also covers an acquisition of a legal or equitable interest in land if the acquisition relates only to a sale and leaseback arrangement relating to the land.
Acquiring a legal interest or further equitable interest in certain quasi-land rights where initial equitable interest was previously notified
(7) This Division also covers an acquisition of a legal or equitable interest in a quasi‑land right (the subsequent interest) if:
(a) the acquirer previously acquired an equitable interest in the right (the previous interest); and
(b) the acquisition of the previous interest was either:
(i) a notified acquisition; or
(ii) not required to be notified because the Commission made a determination under paragraph 51ABV(1)(a) of the Act (about waivers); and
(c) the same acquirer then acquired the subsequent interest in the right; and
(d) the entitlements to which the previous interest and subsequent interest relate are materially the same; and
(e) the proportion of the ownership interest in the right to which the previous interest and subsequent interest relate is the same.
2-21 External administration etc
This Division covers an acquisition by a person in the ordinary course of performing one or more of the roles or positions mentioned in an item of the following table within the meaning of the provision set out in the item:
Item
Role or position
Provision
1
acting responsible entity
section 100-30 of the Australian Charities and Not-for-profits Commission Act 2012
2
Banking Act statutory manager
section 5 of the Banking Act 1959
3
external administrator
paragraph (b) of the definition in section 9 of the Corporations Act 2001
4
statutory manager
section 9 of the Corporations Act 2001
5
Insurance Act statutory manager
subsection 3(1) of the Insurance Act 1973
6
judicial manager
subsection 3(1) of the Insurance Act 1973
7
judicial manager
subsection 163(1) of the Life Insurance Act 1995
8
Life Insurance Act statutory manager
subsection 179AA(8) of the Life Insurance Act 1995
9
external manager
subsection 4(1) of the Private Health Insurance (Prudential Supervision) Act 2015
10
acting trustee
subsections 134(1) and (2) of the Superannuation Industry (Supervision) Act 1993
11
acting trustee
subsections 426-130(1) and (2) in Schedule 1 to the Taxation Administration Act 1953
12
a role equivalent to a role referred to in another item in this table
a law of the Commonwealth, or of a State or Territory
2-22 Financial market infrastructure
(1) This Division covers an acquisition of a share or asset by:
(a) an operator of a clearing and settlement facility (within the meaning given by the Corporations Act 2001) as such an operator; and
(b) a participant in a clearing and settlement facility (within the meaning given by the Corporations Act 2001) as such a participant, and where the participant is acting for and on behalf of another person who is a party to the acquisition.
(2) This Division also covers an acquisition of a share or asset under a contract, where the acquisition occurs as a result of one of the following:
(a) the exercise of a right under the contract to close out any transaction relating to the contract;
(b) the exercise of a right of set‑off, or right of combination of accounts, under the contract.
2-23 Financial securities
(1) This Division covers an acquisition to which subsection (2), (3), (5), (6), (7) or (8) applies.
Rights issues
(2) This subsection applies to an acquisition that results from an issue of securities that satisfies all of the conditions in item 10 of the table in section 611 of the Corporations Act 2001, as affected by section 615 of that Act.
(3) This subsection applies to an acquisition that results from an issue of securities that would satisfy all of the conditions in item 10 of that table (as affected by section 615) if the following matters were disregarded:
(a) some or all persons who are offered securities as an exempt investor may:
(i) receive the offers before other persons to whom offers are made; or
(ii) be given a period of time to accept the offers which is less than the period of time given to other persons to whom offers are made;
(b) the securities may be issued to a person as an exempt investor before securities are issued to other persons under the offers, provided that under the terms of the offers any such issue to an exempt investor is to occur no earlier than 2 months before the issue of securities to other persons who are not exempt investors;
(c) under the terms of the offers:
(i) offerees who are not exempt investors are able to trade rights to be issued securities under the offers on a prescribed financial market until a specified time for acceptances of offers has closed; and
(ii) offerees who are exempt investors are not able to trade rights to be issued securities under the offers.
Note: This subsection reflects the modification of the table in section 611 of the Corporations Act 2001 by section 5 of the ASIC Corporations (Takeovers—Accelerated Rights Issues) Instrument 2015/1069.
(4) Subsections (2) and (3) extend to an acquisition by a person as underwriter to the issue or sub‑underwriter.
Dividend reinvestment etc and underwriting of fundraising
(5) This subsection applies to an acquisition that results from an issue of securities that satisfies all of the conditions in item 11 or 13 of the table in section 611 of the Corporations Act 2001.
Buy-backs
(6) This subsection applies to an acquisition that results from a buy‑back authorised by section 257A of the Corporations Act 2001.
Derivatives
(7) This subsection applies to the acquisition of a derivative or a share or asset that results from a derivative, other than an acquisition of a share, or the acquisition of an asset that is an equity interest, where that acquisition has the effect that a person will begin, or can begin, to control (within the meaning of section 50AA of the Corporations Act 2001 after applying the modifications set out in subsection 51ABS(2) of the Act) an entity that it did not control before the acquisition.
Foreign exchange contracts
(8) This subsection applies to an acquisition under a foreign exchange contract.
2-24 Debt instruments, money lending, financial accommodation and security interests
(1) Subject to subsection (2), this Division covers an acquisition of a share or asset:
(a) that is a debt instrument (whether or not contingent or conditional on one or more matters being met or future events occurring); or
(b) that is a loan; or
(c) that is a debt interest in an entity; or
(d) which is part of an asset securitisation arrangement; or
(e) which is part of a securities financing transaction; or
(f) that is directly connected with, or occurs as a result of, an instrument, loan, interest, arrangement or transaction mentioned in paragraph (a), (b), (c), (d) or (e).
Note: Example: Paragraph (a) includes both contingent and non-contingent debt instruments, and in relation to contingent debt instruments includes letters of credit, bank guarantees, and surety bonds.
(2) Subsection (1) does not cover an acquisition of a share or asset covered by a paragraph in subsection (1) (other than paragraph (1)(d), or (1)(f) to the extent it relates to paragraph (1)(d)) where the acquisition has the effect that a person will begin, or can begin, to control (within the meaning of section 50AA of the Corporations Act 2001 after applying the modifications set out in subsection 51ABS(2) of the Act) an entity that it did not control before the acquisition.
(3) This Division also covers an acquisition of a share or asset by a person if:
(a) the share or asset is taken or acquired as a security interest; or
(b) the share or asset is directly connected with the taking or acquiring by the person of a security interest, but does not relate to enforcement of a security interest; or
(c) the acquisition of the share or asset is a direct result of the enforcement of a security interest, and the acquisition is:
(i) in the ordinary course of the person’s business of providing financial accommodation by any means, and all parties to the acquisition were dealing with one another at arm’s length; or
(ii) for the benefit of one or more other persons in relation to financial accommodation provided by them in the ordinary course of their business of providing financial accommodation by any means, and all parties to the acquisition were dealing with one another at arm’s length.
(4) This Division also covers an acquisition of an asset (other than a share) by a person if:
(a) the acquisition occurs in the ordinary course of the person’s business of the provision of financial accommodation by any means; and
(b) all the parties to the acquisition were dealing with one another at arm’s length; and
(c) the asset is being acquired for the purpose of being later acquired by another person by way of a lease or hire purchase agreement.
2-25 Nominees and other trustees
(1) This Division covers an acquisition of an asset, that is an interest in securities, by a person as a bare trustee if a beneficiary under the trust has a relevant interest in the securities because of a presently enforceable and unconditional right of the kind referred to in subsection 608(8) of the Corporations Act 2001.
Note: This section will often apply to a person who holds securities as a nominee.
(2) This Division covers an acquisition of a share or asset by a provider of a custodial or depository service in the ordinary course of providing such a custodial or depository service.
(3) This Division also covers an acquisition of a share or asset by a nominee if:
(a) the acquisition occurs as result of the conversion of a capital instrument; and
(b) the capital instrument was issued by a body regulated by APRA (or a holding company or subsidiary of the body); and
(c) the capital instrument is or was eligible for inclusion in the regulatory capital (within the meaning of the prudential standards) of the body; and
(d) the conversion of the capital instrument occurs as a result of:
(i) a non-viability event (within meaning of the prudential standards); or
(ii) a loss absorption event (within meaning of the prudential standards); or
(iii) another event under which the prudential standards permit the conversion of the instrument; and
(e) the acquisition occurs in accordance with, and as permitted by, the prudential standards (including as given effect by the terms of the capital instrument).
2-26 Acquisitions that occur by operation of law
This Division covers an acquisition that happens by operation of a law of the Commonwealth, or of a State or Territory.
Note: An acquisition by operation of law happens automatically based on principles set out in a law, without any specific action or agreement by the parties involved.
Note: Example: Matters under succession laws, such as vesting of a deceased person’s property in the executor of their estate, and a testamentary disposition under a will.
2-27 Acquisitions by superannuation entities
Transfer of members’ benefits between superannuation entities
(1) This Division covers an acquisition of a share or asset by a person in the person’s capacity as a trustee of a superannuation entity from another person in that person’s capacity as a trustee of another superannuation entity if the acquisition relates to the transfer of the benefits of one or more members (within the meaning of the Superannuation Industry (Supervision) Act 1993) of a superannuation entity from one superannuation entity to another superannuation entity.
Change of trustee
(2) This Division also covers an acquisition of a share or asset by a person in the person’s capacity as a trustee of a superannuation entity, if the person is acquiring the share or asset as a direct result of being appointed as trustee of the superannuation entity and the share or asset being acquired is from a person who is a trustee or was a trustee of the superannuation entity.
Part 3—Classes of acquisitions requiring notification
Division 1—Supermarkets
3-1 Class of acquisitions—supermarket businesses
Under subsection 51ABQ(1) of the Act, an acquisition is in a class of acquisitions determined for the purposes of subparagraph 51ABO(b)(ii) of the Act, if:
(a) the acquisition is of shares or assets; and
(b) the acquisition will have the effect that an entity, being an entity that is a major supermarket, acquires, in whole or in part, a supermarket business.
Note 1: An acquisition is required to be notified to the Commission if the acquisition is in a class of acquisitions covered by this section.
Note 2: The Act provides that the acquisition provisions apply to the acquisition of units in a unit trust, or an interest in a managed investment scheme, as if the units were shares in the capital of a body corporate (see section 51ABC of the Act).
3-2 Class of acquisitions—land for supermarket businesses
(1) Under subsection 51ABQ(1) of the Act, an acquisition is in a class of acquisitions determined for the purposes of subparagraph 51ABO(b)(ii) of the Act if:
(a) the acquisition is of shares or assets; and
(b) the acquisition will have the effect that an entity, being an entity that is a major supermarket, acquires a legal or equitable interest in land (in whole or in part); and
(c) the land meets the size requirements in subsection (2) of this section; and
(d) the acquisition is not the extension or renewal of a lease for land upon which a commercial business is currently being operated by the entity; and
(e) the acquisition is not the acquisition of a legal or equitable interest in land referred to in subsection 2-20(4) or (6); and
(f) the acquisition does not relate to land upon which a business, other than a supermarket business, is operating or will operate.
Note 1: An acquisition is required to be notified to the Commission if the acquisition is in a class of acquisitions covered by this section.
Note 2: The Act provides that the acquisition provisions apply to the acquisition of units in a unit trust, or an interest in a managed investment scheme, as if the units were shares in the capital of a body corporate (see section 51ABC of the Act).
Note 3: Where a major supermarket enters into an agreement to purchase or lease land and acquires an equitable interest in land, the major supermarket is required to notify the Commission. If the major supermarket then acquires an additional equitable or legal interest in the same land, the major supermarket is not required to notify the Commission—see subsection 2-20(4).
(2) Land meets the size requirements in this subsection if it satisfies one of the following:
(a) for land that has a commercial building upon it (other than a building that is reasonably intended or expected to be demolished)—the gross lettable area of the building is greater than 1,000 square metres;
(b) for land that does not have a commercial building upon it (or has a building upon it that is reasonably intended or expected to be demolished)—the land is greater than 2,000 square metres.
Working out gross lettable area of a building
(3) In working out the gross lettable area of a building for the purposes of this section, the building must be measured:
(a) by someone having suitable professional qualifications or experience to carry out the measurement; and
(b) in accordance with generally accepted industry practices.
Acquisitions of land adjacent to existing holdings of land
(4) Where:
(a) the party to an acquisition has an existing interest in land (the existing land); and
(b) the acquisition will have the effect that the party will acquire land (the new land) that is located directly adjacent to the existing land;
then in determining whether subsection (2) has been satisfied, treat the existing land and the new land as if both were a single parcel of land.
Note: Where multiple lots of land are acquired which are adjacent to the existing land, this subsection applies in relation to the acquisition of each separate lot of land.
3-3 Class of acquisitions not resulting in control that are required to be notified
(1) Under subsection 51ABS(6) of the Act, the class of acquisitions covered by subsection (2) of this section is determined for the purposes of paragraph 51ABS(5)(b) of the Act.
(2) A class of acquisitions is covered by this subsection if:
(a) it is an acquisition of shares in the capital of a body corporate; and
(b) the acquisition has all of the characteristics specified in paragraph 3-1(b) or paragraphs 3-2(1)(b) and (c).
Note: Despite subsection 51ABS(1) of the Act, which provides that some acquisitions that do not result in control are not required to be notified to the Commission, a class of acquisitions covered by this section must be notified to the Commission even where that acquisition does not result in control.
3-4 Sunsetting of this Division
This Division is repealed on the fifth anniversary of the registration of this instrument (as originally made).
Division 2—Certain classes of acquisition that do not result in control still required to be notified
Note 1: Under subsection 51ABS(1) of the Act, an acquisition by a person of shares in a body corporate is not required to be notified if immediately after the acquisition is put into effect the person does not control the body corporate, or the person controlled the body corporate before the acquisition was put into effect. However, subsection 51ABS(1) does not apply to an acquisition that is in a determined class of acquisition. This Division sets out those determined classes of acquisition.
Note 2: Certain acquisitions in the capital of a body corporate that is a Chapter 6 entity are not required to be notified—see section 51ABT of the Act.
3-20 Application of this Division
For the purposes of this Division, and for the avoidance of doubt, an acquisition only falls within a class of acquisitions determined by a section of this Division if that acquisition would otherwise be required to be notified but for the operation of subsection 51ABS(1) of the Act.
3-21 Voting power moves from 20% or below to more than 20%—unlisted bodies corporate not widely‑held
(1) Under subsection 51ABS(6) of the Act, the class of acquisitions covered by subsection (2) of this section is determined for the purposes of paragraph 51ABS(5)(b) of the Act.
(2) A class of acquisitions is covered by this subsection if:
(a) it is an acquisition of shares in the capital of a body corporate; and
(b) the body corporate is not:
(i) a Chapter 6 entity; or
(ii) listed for quotation in the official list of an approved stock exchange; and
(c) the acquisition results in someone’s voting power (within the meaning of the Corporations Act 2001) in the body corporate increasing from 20% or below to more than 20%.
(3) In calculating someone’s voting power for the purposes of paragraph (2)(c), disregard the votes of an entity that is taken not to be an associate of that person under subsection 1-5(4).
Note: Someone’s voting power (within the meaning of the Corporations Act 2001) includes both their voting power and the voting power of their associates. This subsection has the effect of disregarding the votes of entities who are considered associates only because they have entered into, or have proposed to enter into, an agreement with the person for minority shareholder protection rights.
3-22 Voting power increases from 20% to 50% to 50% or more—all bodies corporate
(1) Under subsection 51ABS(6) of the Act, the class of acquisitions covered by subsection (2) of this section is determined for the purposes of paragraph 51ABS(5)(b) of the Act.
(2) A class of acquisitions is covered by this subsection if:
(a) it is an acquisition of shares in the capital of a body corporate; and
(b) the acquisition results in someone’s voting power (within the meaning of the Corporations Act 2001) in the body corporate increasing:
(i) from a starting point that is 20% or more, but 50% or less; and
(ii) to an end point that is 50% or more.
(3) In calculating someone’s voting power for the purposes of paragraph (2)(b), disregard the votes of an entity that is taken not to be an associate of that person under subsection 1‑5(4).
3-23 Voting power moves from 20% or below to more than 20%—already controlled widely held body corporate
(1) Under subsection 51ABS(6) of the Act, the class of acquisitions covered by subsection (2) of this section is determined for the purposes of paragraph 51ABS(5)(b) of the Act.
(2) A class of acquisitions is covered by this subsection if:
(a) it is an acquisition of shares in the capital of a body corporate; and
(b) the body corporate is a Chapter 6 entity; and
(c) the principal party controlled (within the meaning of section 50AA of the Corporations Act 2001 after applying the modifications set out in subsection 51ABS(2) of the Act) the body corporate immediately before the acquisition was put into effect; and
(d) the acquisition results in someone’s voting power (within the meaning of the Corporations Act 2001) in the body corporate increasing from 20% or below to more than 20%.
3-24 Voting power moves from below 20% to 50% or more—do not control widely held body corporate before or after acquisition
(1) Under subsection 51ABS(6) of the Act, the class of acquisitions covered by subsection (2) of this section is determined for the purposes of paragraph 51ABS(5)(b) of the Act.
(2) A class of acquisitions is covered by this subsection if:
(a) it is an acquisition of shares in the capital of a body corporate; and
(b) the body corporate is a Chapter 6 entity; and
(c) the principal party does not control (within the meaning of section 50AA of the Corporations Act 2001 after applying the modifications set out in subsection 51ABS(2) of the Act) the body corporate immediately before, or immediately after, the acquisition was put into effect; and
(d) the acquisition results in someone’s voting power (within the meaning of the Corporations Act 2001) in the body corporate increasing from below 20% to 50% or more.
Part 5—Acquisitions Register
Division 1—Contents of the register
5-1 Details of notifications
Under paragraph 51ABZZI(6)(a) of the Act, the following details for each notification of an acquisition are determined for paragraph 51ABZZI(1)(a):
(a) the name of each notifying party of, and the target to, the acquisition;
(b) if a notifying party has an ABN—the ABN of the party;
(c) if the target has an ABN—the ABN of the target;
(d) if a notifying party, or the target, does not have an ABN, but does have an ACN, or equivalent or unique identifier—the ACN, or identifier, of the party or target;
(e) a summary of the details of the acquisition;
(f) the class code and title for each notifying party and the target, by reference to ANZSIC;
(g) the effective notification date for the notification;
(h) the end of the determination period for the notification;
(i) if information or a document mentioned in paragraphs (a) to (h) has been withheld or removed under section 5-3—a statement to the effect that information or a document has been withheld or removed under that section.
5-2 Information and documents relating to the acquisitions provisions
(1) Under paragraph 51ABZZI(6)(b) of the Act, the following information and documents, relating to the operation of the acquisitions provisions, are determined for the purposes of subsection 51ABZZI(2):
(a) if a person has applied for a notification waiver in relation to an acquisition:
(i) a statement to that effect, and a summary of the details of the acquisition; and
(ii) a summary of any decision of the Commission in relation to the application;
(b) any extension of a determination period in respect of a notification of an acquisition and the reasons for the extension;
Example: An extension of the phase 2 determination period.
(c) the current stage of each notification of an acquisition;
Example: Phase 1 determination period, phase 2 determination period or public benefit assessment.
(d) if the Commission gives a person written notice inviting them to make a submission under paragraph 51ABZZD(2)(a) of the Act for the purposes of making the acquisition determination in respect of a notification—a statement that consultation is occurring in relation to the acquisition determination and details about the consultation process;
(e) if a notice of competition concerns has been given to a notifying party of an acquisition—a summary of the notice;
(f) if a public benefit assessment has been given to a notifying party of an acquisition—a summary of the public benefit assessment;
(g) if information or a document mentioned in paragraphs (a) to (f) has been withheld or removed under section 5-3—a statement to the effect that information or a document has been withheld or removed under that section.
(2) Under paragraph 51ABZZI(6)(c) of the Act, the following times in relation to information or documents mentioned in subsection (1) of this section are determined for subsection 51ABZZI(5) of the Act:
(aa) for information or a document mentioned in paragraph (1)(a)—within 1 business day of the relevant decision on the notification waiver application being made or, if that is not practicable, as soon as practicable after that day;
(a) for information or a document mentioned in paragraph (1)(b)—within 1 business day of the extension notice being given to the notifying party or, if that is not practicable, as soon as practicable after that day;
(b) for information or a document mentioned in paragraph (1)(c)—within 1 business day of any change in the stage of the notification or, if that is not practicable, as soon as practicable after that day;
(c) for information or a document mentioned in paragraph (1)(d)—within 1 business day of the consultation starting and of any change in the status of the consultation or, if that is not practicable, as soon as practicable after that day;
(d) for information or a document mentioned in paragraph (1)(e)—within 1 business day after the notice is given or, if that is not practicable, as soon as practicable after that day;
(e) for information or a document mentioned in paragraph (1)(f)—within 1 business day after the public benefit assessment is given to the notifying party or, if that is not practicable, as soon as practicable after that day;
(f) for a statement mentioned in paragraph (1)(g)—at the same time as the information or document to which the statement relates is included on the acquisitions register.
Note: In certain circumstances, some information and documents may not be included on the acquisitions register, or can only be included at a later time—see sections 6-5 and 6-6.
5-3 Redaction of certain information
For each paragraph in section 5-1 and subsection 5-2(1), the Commission may withhold or remove information or a document if the Commission is reasonably satisfied the information or document:
(a) is commercially sensitive and has the potential to cause detriment to a party to the acquisition or a third party; or
(b) is personal information within the meaning of the Privacy Act 1988; or
(c) is inaccurate, likely to cause confusion, or likely to mislead, users of the acquisitions register; or
(d) is likely to offend a reasonable individual or cause unreasonable harm to an individual; or
(e) could endanger public safety.
Part 6—Forms and the manner for determining applications
Division 1—Determination of forms, information and documents, and manner for determining applications
Note 1: See sections 6-1 and 6-2, and Divisions 2, 3 and 4, of Part 6 of the Competition and Consumer (Notification of Acquisitions—Forms) Determination 2025 for the determination of forms, information and documents relating to a notification of a proposed acquisition or public benefit application.
Note 2: This instrument and the Competition and Consumer (Notification of Acquisitions—Forms) Determination 2025 are incorporated and to be read together—see section 1-4 of the Competition and Consumer (Notification of Acquisitions—Forms) Determination 2025.
6‑3 Notification waiver applications
For the purposes of subsection 51ABU(3) of the Act, the requirements for making a notification waiver application are that the application is:
(a) made in the form set out in Division 5 of this Part; and
(b) accompanied by the information and documents as set out in the form, and the determined fee (if any).
Note: A fee must accompany a notification waiver application—see subsection 7‑50(1).
6‑4 Determining notification waiver applications: general case
Under subsection 51ABV(3) of the Act, for the purposes of paragraph 51ABV(2)(a) of the Act, if the Commission has not made a determination in relation to a notification waiver application (other than a waiver application covered by section 6-5 or 6-6 of this instrument) during the period beginning on the first day after the application is received, and ending on the 25th business day after that day, the Commission must make a determination under paragraph 51ABV(1)(b) of the Act in relation to the application on the first business day after the period ends.
(1) This section applies to a notification waiver application that relates to an acquisition of shares in the capital of a body corporate if:
(a) the acquisition and body corporate satisfy paragraphs 51ABZZL(1)(a), (b) and (c) of the Act; and
(b) the application includes a request that this section apply to the application and the request satisfies subsection (2) of this section.
(2) A request satisfies this subsection if the request states:
(a) the information set out in paragraphs 51ABZZL(2)(a) and (b) of the Act; and
(b) that the bidder (within the meaning of the Corporations Act 2001) will, if the Commission makes a determination under paragraph 51ABV(1)(a) of the Act, give a bidder’s statement (within the meaning of the Corporations Act 2001) to the Commission and target no later than 5 business days after the day on which the Commission gives the applicant the written notice and explanation required by subsection 51ABV(5) of the Act; and
(c) that the bidder will, after the proposed bid has been made public, notify the Commission, in writing, that the bid has been made public within 1 business day of the bid having been publicly proposed, or if that is not practicable, as soon as practicable after that day.
Delay in information to be included on the acquisition register
(3) Despite paragraphs 5-2(1)(a) and 5-2(2)(aa) of this instrument, the Commission must not include information or documents on the acquisitions register in relation to the waiver application before receiving the bidder’s notification (as mentioned in paragraph (2)(c) of this section) in relation to the acquisition to which the application relates, and once the bidder’s notification is received, the information mentioned in paragraph 5-2(1)(a) is to be included on the register within 2 business days, or if that is not practicable, as soon as practicable after that day.
Timing for Commission decision
(4) For the purposes of subsection 51ABV(3) of the Act, if the Commission has not made a determination in relation to an application to which this section applies during the period beginning on the first day after an application is received, and ending on the 25th business day after that day, the Commission must make a determination under paragraph 51ABV(1)(b) of the Act in relation to the application on the first business day after the period ends.
Commission can refuse request for this section to apply
(5) The Commission may, at any time on or before the 15th business day after the day on which an application to which this section applies is made, determine that this section does not apply to the application if the Commission is satisfied that a matter set out in paragraph 51ABZZL(5)(c), (d) or (e) of the Act applies in relation to the acquisition.
(6) If the Commission makes a determination under subsection (5):
(a) the Commission must give the applicant written notice of the determination; and
(b) this section is taken never to have applied in relation to the application.
6‑6 Determining notification waiver applications: voluntary transfers under the Financial Sector (Transfer and Restructure) Act 1999
(1) This section applies to a notification waiver application where the acquisition to which the application relates is one that satisfies paragraphs 51ABZZQ(1)(a) and (b) of the Act.
Delay in information to be included on the acquisition register
(2) Despite paragraphs 5-2(1)(a) and 5-2(2)(aa) of this instrument, the Commission must not include information or documents on the acquisitions register in relation to the waiver application before:
(a) if the Commission makes a determination under paragraph 51ABV(1)(a) of the Act in relation to the application—the determination is made, but once made the information or a document mentioned in paragraph 5‑2(1)(a) of this instrument is to be included on the register within 1 business day after the determination is made or, if that is not practicable, as soon as practicable after that day; and
(b) if the Commission makes a determination under paragraph 51ABV(1)(b) of the Act in relation to the application and a decision under subsection 51ABZE(1) of the Act in relation to the acquisition to which the application relates—the determination is made, but once made the information or a document mentioned in paragraph 5‑2(1)(a) of this instrument is to be included on the register within 1 business day after the determination under subsection 51ABZE(1) of the Act is made or, if that is not practicable, as soon as practicable after that day.
Note: If neither event mentioned in paragraph (a) or (b) happens in relation to a waiver application, then no information or documents are to be published on the acquisitions register in relation to the application.
Timing for Commission decision
(3) For the purposes of subsection 51ABV(3) of the Act, if the Commission has not made a determination in relation to an application to which this section applies during the period beginning on the first day after an application is received, and ending on the 25th business day after that day, the Commission must make a determination under paragraph 51ABV(1)(b) of the Act in relation to the application on the first business day after the period ends.
Note 2: An application must be accompanied by the fee determined under subsection 7‑50(1) of the Competition and Consumer (Notification of Acquisitions) Determination 2025.
PARTIES TO THE ACQUISITION
Note: In this form, a reference to a party to the acquisition is a reference to each principal party to the acquisition, the target of the acquisition, and each connected entity of the principal party and target.
Provide the information in the table below for each party to the acquisition:
Party
Legal representative (if any)
Name
Party name (including business or trading name, if different):Identifying number, if applicable (e.g. ABN, ACN or equivalent or unique identifier):
Law firm name:
Contact details
Contact person:Phone:Email:Address for service of documents?* [Y/N]
Contact person:Phone:Email:Address for service of documents?* [Y/N]
Role in the acquisition
[Principal party/ Target / Other]
N/A
Person making application
[Y/N]
N/A
* A party may select ‘yes’ in response to either the party’s or the legal representative’s email address. By doing this, the party is agreeing to accept service of documents from the Commission in relation to this matter at the email address specified. If the response is ‘no’ to both options, the party must provide the Commission with an alternative email or other address for service.
DETAILS OF ACQUISITION
Provide a non-confidential plain language summary of the acquisition, including:
(a) a description of the parties (including their legal and, if different, their business or trading names); and
(b) the class code and title for each of the parties to the acquisition, by reference to ANZSIC; and
(c) a description of the goods or services (including relevant brands) supplied by the parties, focussing on the goods and services most relevant to the acquisition and any vertical relationships or other overlaps between the parties; and
(d) a description of what will be acquired and the process or transaction structure by which it will occur.
Note 1: The non-confidential summary may be published on the acquisitions register.
Note 2: If the acquisition is a business input acquisition (see the note to question 3), such as vacant land, for the purposes of paragraph (c), focus on the goods or services that will be supplied by the principal party, and each connected entity of the principal party, in reliance on the acquired business input. Only a brief description of the goods and services supplied by the target is necessary in relation to a business input acquisition.
Provide the following details in relation to the acquisition:
(a) any further information required to give a complete response to question 2 that could not be provided due to it being a plain language summary, or due to the information being confidential;
(b) the type of acquisition (for example, horizontal, vertical, conglomerate or business input);
(c) the commercial rationale for the acquisition;
(d) the consideration received or receivable for all of the shares and assets being acquired as part of the contract, arrangement or understanding, pursuant to which the acquisition is to take place, in Australian dollars (A$), including its form and amount;
(e) if applicable, the transaction value calculated for the purposes of the transaction value tests;
(f) if the acquisition has, or will have, related filings in other foreign countries, each foreign regulator that has been, or is to be, notified.
Note: For paragraph (b)—an acquisition is:
Note: (a) a horizontal acquisition if the parties to the acquisition are suppliers or buyers, or potential suppliers or buyers, of the same or similar goods or services in a market; and
Note: (b) a vertical acquisition if the parties to the acquisition engage, or potentially engage, in activities in relation to goods or services at different functional levels (upstream or downstream) of the same vertical supply chain; and
Note: (c) a conglomerate acquisition if the parties to the acquisition are suppliers or buyers, or potential suppliers or buyers, of adjacent goods or services; and
Note: (d) a business input acquisition if the parties to the acquisition are acquiring an asset that will be an input into their business activities (for example, purchasing or leasing land).
INFORMATION REQUIRED
Does the acquisition meet any specified threshold by which a circumstance has been wholly or partly determined under subsection 51ABP(1) of the Act for the purposes of subparagraph 51ABO(b)(i) of the Act? [Y/N/Unsure] Provide brief reasons with reference to each specified threshold, together with supporting information and evidence.
Is the acquisition in a class of acquisitions determined under subsection 51ABQ(1) of the Act for the purposes of subparagraph 51ABO(b)(ii) of the Act? [Y/N/Unsure] Provide brief reasons with reference to the determined class, together with supporting information and evidence.
Is the acquisition for any other reason not required to be notified? [Y/N/Unsure] Provide brief reasons, together with supporting information and evidence.
For each relevant good or service supplied or potentially supplied by the parties to the acquisition where that would create a horizontal or vertical overlap between the parties:
(a) describe the good or service and the geographic areas in Australia where it is supplied; and
(b) identify other key suppliers of the good or service in Australia; and
(c) provide a relevant market definition or definitions, for the good or service, together with a statement of the parties’ reasons for identifying those definitions.
Note 1: For the purpose of this question, a good or service is a relevant good or service in relation to an acquisition if the parties to the acquisition:
(a) supply, or potentially supply, goods or services that are the same as, or are substitutable for, the good or service in the same or a similar geographic area; or
(b) supply the good or service at different levels in the supply chain for that good or service.
Note 2: If the acquisition is a business input acquisition, such as vacant land, the relevant goods and services are the goods or services that will be supplied by the principal party, and each connected entity of the principal party, in reliance on the acquired business input.
Note 3: In determining the relevant market definition or definitions, parties should choose the definition or definitions that are most appropriate for the good or service having regard to the definition or definitions where the acquisition is likely to result in the largest market share or largest increment in market share based on the revenue of the parties.
For each relevant market definition provided in response to question 7(c), provide estimated market shares for each party to the acquisition and other key suppliers (calculated by reference to revenue) for the most recent completed 12‑month financial reporting period prior to the date this application is given to the Commission. Provide details on how those estimates were made (including how revenue was calculated), including any assumptions made. Provide a machine-readable file containing the underlying data used in the calculations.
Market definition
Year
Supplier
Australian revenue (A$)
Market share (by revenue) (%)
Note: Monetary figures must be stated in A$. If figures are also provided in other currencies, those currencies must be clearly identified.
Do you intend to make a request under paragraph 6‑5(1)(b) of the Competition and Consumer (Notification of Acquisitions) Determination 2025 for the Commission to apply section 6-5 of that instrument (surprise hostile takeovers) to the application, for a confidential review? [Y/N]
If yes, provide details of the statements to be made under subsection 6-5(2) of the Competition and Consumer (Notification of Acquisitions) Determination 2025.
Is the acquisition, or part of the acquisition, a voluntary transfer of business (within the meaning of the Financial Sector (Transfer and Restructure) Act 1999)? [Y/N]
If yes, provide a copy of the certificate of transfer.
DOCUMENTS REQUIRED
Provide final or most recent versions of all transaction documents, such as the sale and purchase agreement, heads of agreement, offer documents, and a list of any other agreements between the parties related to the acquisition, including any supply or other ancillary agreements that are conditional on the acquisition.
DECLARATION
An authorised person of the applicant must complete the following declaration. If the applicant is not the principal party to the acquisition, or if there is more than one principal party, a separate declaration must be completed for the applicant and each principal party.
I declare that, to the best of my knowledge and belief, the information given in response to questions in this form is true, correct and complete, that all estimates are identified as such and are the best estimates based on the underlying facts, that all opinions expressed are genuinely held and that complete copies of documents required by this form have been supplied. I am aware that giving false or misleading information to the Commission is a serious offence and criminal penalties apply.
………………………………
Signature of authorised person
Name:
Position:
Part 7—Miscellaneous
Division 1—Indexation
7-1 Indexing relevant amounts
(1) Each of the amounts mentioned in subsections 1-9(1), 1-10(1) and (2), 1‑12(1), (2) and (3), 1-13(1) and 1-14(1), and paragraph 7‑23(3)(b), is to be indexed on the first day of each calendar year starting on or after 1 January 2027 by multiplying the amount by its indexation factor for 1 January in the preceding financial year.
Note 1: Section 1-9 of this instrument provides a threshold for the combined acquirer/target revenue test.
Note 2: Section 1-10 sets a threshold for the tier-1 acquired shares or assets revenue test and the tier-2 acquired shares or assets revenue test.
Note 3: Section 1-12 provides a threshold for the tier-1 transaction value test, the tier-2 transaction value test, and the tier-3 transaction value test.
Note 4: Section 1-13 sets a threshold for the very large corporate group revenue test.
Note 5: Section 1-14 provides a threshold for the small acquisition test.
Note 6: Section 7-23 is about fees for Tribunal review.
(2) The indexation factor for 1 January in a financial year is the number worked out as follows:
Method statement
Step 1. Determine the GDP implicit price deflator value for the previous calendar year.
Step 2. Determine the GDP implicit price deflator value for the calendar year immediately prior to the calendar year referred to in step 1.
Step 3. The indexation factor for 1 January in the financial year is the amount under step 1 divided by the amount under step 2.
(3) The indexation factor is to be worked out to 3 decimal places, rounding up if the fourth decimal place is 5 or more.
(4) Amounts indexed in accordance with this section must be rounded to the nearest $100,000 (rounding $50,000 upwards).
(5) An amount should not be indexed under subsection (1) if the indexation factor is 1 or less.
7-2 Meaning of GDP implicit price deflator value
(1) The GDP implicit price deflator value for a calendar year means the GDP implicit price deflator value that was published by the Australian Statistician for the last calendar year that ended before the calendar year.
Note: The GDP implicit price deflator value could, in 2025, be viewed on the Australian Bureau of Statistics website (https://www.abs.gov.au).
(2) Subject to subsection (3), if, at any time before or after the commencement of Part 1 of this instrument:
(a) the Australian Statistician has published or publishes a GDP implicit price deflator value in respect of a calendar year; and
(b) that value is in substitution for a GDP implicit price deflator value previously published by the Australian Statistician in respect of that calendar year;
disregard the publication of the later GDP implicit price deflator value for the purposes of this section.
(3) If, at any time before or after the commencement of Part 1 of this instrument, the Australian Statistician has changed or changes the index reference period for the GDP implicit price deflator value, then, for the purposes of applying this section after the change took place or takes place, have regard only to values published in terms of the new index reference period.
Division 2—Tribunal review
7-20 Application for Tribunal review of certain decisions
(1) Under subsection 100A(3) of the Act, this section determines requirements for an application made by a person (the applicant) under subsection 100A(2) of the Act for the review of a decision (the relevant decision).
Note: The notifying party of a notification of an acquisition may apply to the Tribunal for the review of certain decisions: see subsection 51ABZZG(7) and section 100A of the Act.
(2) The application must be made within 7 days after the day notice is given to the applicant of the relevant decision.
(3) The application must include the following:
(a) the name and address of the applicant;
(b) an address for service of documents;
(c) details of the relevant decision, including the date on which the decision was made;
(d) a copy of the notice of the relevant decision;
(e) a copy of any information or documents provided by the applicant to the Commission in connection with the relevant decision;
(f) if the relevant decision is an internal review decision under subsection 51ABZZG(4)—a copy of the notice of the decision that was reviewed under that subsection;
(g) a statement of the facts and contentions upon which the applicant intends to rely and the issues as the applicant sees them.
7-21 Application for Tribunal review of acquisition determinations—main information
(1) Under subsection 100C(2) of the Act, this section determines requirements for an application made by a person (the applicant) under subsection 100C(1) for the review of an acquisition determination in respect of a notification of an acquisition.
Note: The notifying party of a notification of an acquisition, or another person allowed by the Tribunal, may apply to the Tribunal for the review of an acquisition determination: see section 100C of the Act.
(2) The application must include:
(a) if the applicant is the notifying party of the notification—the information and documents set out in subsections (3) and (4); or
(b) otherwise—the information set out in subsection (3) and a copy of the statement of reasons for making the acquisition determination that is included on the acquisitions register.
Note: The Commission is required to publish a statement of reasons on the acquisitions register in relation to the acquisition determination: see paragraph 51ABZZI(1)(b) of the Act.
(3) For the purposes of paragraphs (2)(a) and (b), the information is:
(a) the name and address of the applicant; and
(b) whether or not the applicant is the notifying party of the notification; and
(c) an address for service of documents; and
(d) details of the acquisition determination, including the date on which the determination was made.
(4) For the purposes of paragraph (2)(a) the documents are:
(a) a copy of the statement of reasons for making the acquisition determination; and
(b) whichever of the following applies:
(i) the notice of competition concerns in relation to the notification;
(ii) the public benefit assessment that relates to the notification.
7-22 Application for Tribunal review of acquisition determinations—further information and documents
(1) Under subsection 100D(2) of the Act, this section determines the information and documents that must be given to the Tribunal by a person (the applicant) making an application for the review of an acquisition determination in respect of a notification of an acquisition under subsection 100C(1).
(2) The applicant must give the Tribunal a concise statement that contains:
(a) the principal contentions of fact, economics and law advanced by the applicant in support of the application; and
(b) the material findings of fact, economics and law in the statement of reasons for making the acquisition determination with which the applicant disagrees.
7-23 Fees for Tribunal review
(1) Under subsection 112(2) of the Act, this section provides for fees to be payable in respect of applications to the Tribunal under Division 1A or 1B of Part IX of the Act.
Application fee for reviews under Division 1A of Part IX
(2) The fee of $0 is determined in respect of an application to the Tribunal for review, under Division 1A of Part IX of the Act, of a decision mentioned in subsection 51ABZZG(7) of the Act.
Application fee for reviews under Division 1B of Part IX
(3) The fee in respect of an application to the Tribunal for review of an acquisition determination under Division 1B of Part IX of the Act is the lesser of:
(a) 0.12% of the amount that is the greater of the following (on the contract date, or where there is no contract date, the effective notification date):
(i) the sum of the market values of all the shares and assets being acquired as part of the contract, arrangement or understanding, pursuant to which the acquisition is to take place;
(ii) the consideration received or receivable for all of the shares and assets being acquired as part of the contract, arrangement or understanding, pursuant to which the acquisition is to take place; and
(b) $2,950,000.
(4) However, no fee is payable in respect of an application in the following circumstances:
(a) the application is for review of an acquisition determination under Division 1B of Part IX of the Act and one of the following subparagraphs applies:
(i) the greater of the amounts worked out under subparagraphs (3)(a)(i) and (ii) in respect of the application is less than $50 million;
(ii) the applicant is a small business entity for the income year that includes the contract date;
(iii) the applicant is small registered entity (within the meaning of the Australian Charities and Not‑for‑profits Commission Act 2012), or a medium registered entity (within the meaning of that Act), for the financial year immediately preceding the contract date;
(iv) the applicant is a consumer association or consumer interest group (within the meaning of section 100S of the Act);
(b) the Tribunal determines that the applicant does not have the capacity to pay the amount of the fee based on the applicant’s income, expenses, liabilities and assets.
When is a fee payable?
(5) The fee determined under subsections (2) and (3) in relation to an application must be paid at the time the application is made.
Note: The Tribunal may dismiss an application for the review of an acquisition determination if the fee is not paid by that time: see section 100G of the Act.
(6) If an application is not accompanied by the fee determined under subsection (2) or (3), the Tribunal is not required to deal with the application unless, and until, the fee is paid.
Multiple applications
(7) The Tribunal may order that only one fee determined under subsection (2) or (3) (the determined fee) fee is payable in respect of 2 or more applications if:
(a) apart from this subsection, the same determined fee would be payable in respect of each of the applications; and
(b) the applications relate to:
(i) the same applicant; or
(ii) different applicants, and the Tribunal considers that, having regard to the relationship between the applicants, it is reasonable to treat the applications as relating to the same applicant; and
(c) in the opinion of the Tribunal, the applications may be conveniently heard before the Tribunal at the same time.
(8) The Tribunal may order that only one determined fee is payable in respect of 2 or more applications if:
(a) apart from this subsection, a different determined fee would be payable in respect of at least one of the applications; and
(b) the applications relate to:
(i) the same applicant; or
(ii) different applicants, and the Tribunal considers that, having regard to the relationship between the applicants, it is reasonable to treat the applications as relating to the same applicant; and
(c) in the opinion of the Tribunal, the applications may be conveniently heard before the Tribunal at the same time.
(9) The determined fee specified in an order made under subsection (8) must be equal to the highest determined fee that would, apart from subsection (8), be payable in respect of any of the applications.
Refunds
(10) If a person paid a fee in the circumstances referred to in an item in the following table, the person is entitled to the refund amount specified in that item.
<table cellspacing="0" cellpadding="0" style="width:100%; border-collapse:collapse"><thead><tr><td colspan="4" style="border-top:1.5pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top"><p class="Tabletext"><span style="font-weight:bold">Refund amounts</span></p></td></tr><tr><td style="width:9.16%; border-top:0.75pt solid #000000; border-bottom:1.5pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top"><p class="Tabletext"><span style="font-weight:bold">Item</span></p></td><td style="width:30.54%; border-top:0.75pt solid #000000; border-bottom:1.5pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top"><p class="Tabletext"><span style="font-weight:bold">Fee</span></p></td><td style="width:30.54%; border-top:0.75pt solid #000000; border-bottom:1.5pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top"><p class="Tabletext"><span style="font-weight:bold">Circumstance</span></p></td><td style="width:29.76%; border-top:0.75pt solid #000000; border-bottom:1.5pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top"><p class="Tabletext"><span style="font-weight:bold">Refund amount</span></p></td></tr></thead><tbody><tr><td style="width:9.16%; border-top:1.5pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top"><p class="Tabletext"><span>1</span></p></td><td style="width:30.54%; border-top:1.5pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top"><p class="Tabletext"><span>the person paid a fee referred to in this section</span></p></td><td style="width:30.54%; border-top:1.5pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top"><p class="Tabletext"><span>the fee was paid in relation to an application for review of a decision or determination of the Commission that is set aside</span></p></td><td style="width:29.76%; border-top:1.5pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top"><p class="Tabletext"><span>25% of the amount paid</span></p></td></tr><tr><td style="width:9.16%; border-top:0.75pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top"><p class="Tabletext"><span>2</span></p></td><td style="width:30.54%; border-top:0.75pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top"><p class="Tabletext"><span>the person paid a fee referred to in this section</span></p></td><td style="width:30.54%; border-top:0.75pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top"><p class="Tabletext"><span>the fee was </span><span style="font-style:italic">not</span><span> payable</span></p></td><td style="width:29.76%; border-top:0.75pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top"><p class="Tabletext"><span>the amount paid</span></p></td></tr><tr><td style="width:9.16%; border-top:0.75pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top"><p class="Tabletext"><span>3</span></p></td><td style="width:30.54%; border-top:0.75pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top"><p class="Tabletext"><span>the person paid a fee referred to in this section</span></p></td><td style="width:30.54%; border-top:0.75pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top"><p class="Tabletext"><span>the person was liable to pay a lower fee</span></p></td><td style="width:29.76%; border-top:0.75pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top"><p class="Tabletext"><span>the difference between:</span></p><p class="Tablea"><span>(a) the fee paid; and</span></p><p class="Tablea"><span>(b) the lower fee</span></p></td></tr><tr><td style="width:9.16%; border-top:0.75pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top"><p class="Tabletext"><span>4</span></p></td><td style="width:30.54%; border-top:0.75pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top"><p class="Tabletext"><span>the person paid a fee referred to in this section</span></p></td><td style="width:30.54%; border-top:0.75pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top"><p class="Tabletext"><span>the person is </span><span style="font-style:italic">not</span><span> entitled to apply for review by the Tribunal under Division 1A or 1B of Part IX of the Act</span></p></td><td style="width:29.76%; border-top:0.75pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top"><p class="Tabletext"><span>the amount paid</span></p></td></tr><tr><td style="width:9.16%; border-top:0.75pt solid #000000; border-bottom:1.5pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top"><p class="Tabletext"><span>5</span></p></td><td style="width:30.54%; border-top:0.75pt solid #000000; border-bottom:1.5pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top"><p class="Tabletext"><span>the person paid fees in respect of more than one application</span></p></td><td style="width:30.54%; border-top:0.75pt solid #000000; border-bottom:1.5pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top"><p class="Tabletext"><span>the Tribunal makes an order under subsection (7) or (8) that only one fee is payable</span></p></td><td style="width:29.76%; border-top:0.75pt solid #000000; border-bottom:1.5pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top"><p class="Tabletext"><span>the difference between:</span></p><p class="Tablea"><span>(a) the total amount of the fees paid; and</span></p><p class="Tablea"><span>(b) the fee payable</span></p></td></tr></tbody></table>
Division 3—Anti-avoidance
7-30 Schemes entered into for the purpose of avoiding notification of an acquisition
For the purposes of Parts 2 and 3 of this instrument, disregard the effects of a scheme if it would be reasonable to conclude that the purpose of the person, or one of the persons, who enters into or carries out the scheme or any part of the scheme is to avoid an acquisition being an acquisition that is required to be notified.
Division 4—Foreign currency
7-40 Translation of amounts into Australian currency
(1) For the purposes of this instrument, an amount (including an amount which is an element in the calculation of another amount) expressed in a currency other than Australian currency (foreign currency) is to be translated into Australian currency.
Note: Example: Where the accounting records and financial reports of an entity are expressed in a foreign currency, the Australian revenue of the entity will need to be translated into Australian currency before the tests in this instrument are applied.
Translation in accordance with accounting standards
(2) Where:
(a) an amount is derived from a financial report prepared by an entity; and
(b) the report is prepared in accordance with accounting standards; and
(c) the report has been audited in accordance with the Corporations Act 2001 (or a corresponding and equivalent law of a foreign country); and
(d) the entity, or another entity, wishes to translate an amount into Australian currency using the exchange rate or rates used in that financial report;
the entity mentioned in paragraph (d) must translate all amounts into Australian currency using the exchange rates that were used in that financial report and as used in that report.
Translation using published average exchange rates
(3) Unless subsection (2) applies, an entity must translate all amounts in foreign currency into Australian currency using:
(a) an average exchange rate for the period most closely corresponding to the period to which the amount relates; and
(b) either:
(i) the exchange rates published by the Reserve Bank of Australia; or
(ii) if the amount is in a currency for which the Reserve Bank of Australia does not publish an exchange rate—a publicly and commercially available market exchange rate.
Division 5—Fees relating to notification of acquisitions
7-50 Determination of fees to accompany notifications, applications, information or documents
(1) Except as covered in subsection (2), the determined fee that must accompany a notification, application, information or document (as the case requires) under a provision of the Act referred to in column 2 of an item of the following table is the amount set out in column 4 of that item.
Item
Column 1Fee has been determined under…
Column 2Fee has been determined for the purposes of…
Column 3Description of matter in respect of which fee is payable
Column 4Fee
1
subsection 51ABU(3)
subsection 51ABU(2)
Notification waiver application
$8,300
2
subsection 51ABX(2)
paragraph 51ABX(1)(b)
Notification of acquisition
$56,800
3
subsection 51ABZA(3)
paragraph 51ABZA(2)(b)
Providing additional information or documents in response to decision that notification taken not to have effective notification date
Nil
4
subsection 51ABZC(3)
paragraph 51ABZC(2)(b)
Providing additional information or documents in relation to notification because of material change of fact
Nil
5
subsection 51ABZO(3)
paragraph 51ABZO(2)(b)
Providing additional information or documents in response to decision to extend phase 2 determination period for notification
Nil
6
subsection 51ABZP(3)
paragraph 51ABZP(2)(c)
Public benefit application
$401,000
7
subsection 51ABZS(3)
paragraph 51ABZS(2)(b)
Providing additional information or documents in response to decision that the application does not have an effective notification date
Nil
8
subsection 51ABZU(3)
paragraph 51ABZU(2)(b)
Providing additional information or documents in relation to public benefit application because of material change of fact
Nil
Small business fee exemption
(2) Despite subsection (1), the determined fee that must accompany a notification, application, information or document (as the case requires) under a provision of the Act referred to in subsection (1) is nil in relation to an acquisition if:
(a) if there is only one notifying party of the acquisition—the notifying party is a small business entity for the income year that includes the contract date; or
(b) if there is more than one notifying party—all the notifying parties are small business entities for the income year that includes the contract date.
7-51 Fee for notification subject to phase 2 review
(1) Under paragraph 51ABZJ(4)(a) of the Act, the fee determined for the purposes of paragraph 51ABZJ(2)(c) of the Act is the amount worked out as follows:
<table cellspacing="0" cellpadding="0" style="width:415.6pt; margin-left:5.65pt; border-collapse:collapse"><thead><tr><td colspan="3" style="width:404.8pt; border-top:1.5pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top"><p class="TableHeading"><span>Fee for notification subject to phase 2 review</span></p></td></tr><tr><td style="width:24.9pt; border-top:0.75pt solid #000000; border-bottom:1.5pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top"><p class="TableHeading"><span>Item</span></p></td><td style="width:179.15pt; border-top:0.75pt solid #000000; border-bottom:1.5pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top"><p class="TableHeading"><span>Column 1</span></p><p class="TableHeading"><span>If the greater of the following (on the contract date, or where there is no contract date, the effective notification date):</span></p><p class="Tablea"><span style="font-weight:bold">(a) the sum of the market values of all the shares and assets being acquired as part of the contract, arrangement or understanding, pursuant to which the acquisition is to take place;</span></p><p class="Tablea"><span style="font-weight:bold">(b) the consideration received or receivable for all of the shares and assets being acquired as part of the contract, arrangement or understanding, pursuant to which the acquisition is to take place;</span></p><p class="TableHeading"><span>is:</span></p></td><td style="width:179.15pt; border-top:0.75pt solid #000000; border-bottom:1.5pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top"><p class="TableHeading"><span>Column 2</span></p><p class="TableHeading"><span>the amount of the fee is:</span></p></td></tr></thead><tbody><tr><td style="width:24.9pt; border-top:1.5pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top"><p class="Tabletext"><span>1</span></p></td><td style="width:179.15pt; border-top:1.5pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top"><p class="Tabletext"><span>$50 million or less</span></p></td><td style="width:179.15pt; border-top:1.5pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top"><p class="Tabletext"><span>$475,000</span></p></td></tr><tr><td style="width:24.9pt; border-top:0.75pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top"><p class="Tabletext"><span>2</span></p></td><td style="width:179.15pt; border-top:0.75pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top"><p class="Tabletext"><span>more than $50 million, but </span><span style="font-style:italic">not</span><span> more than $1</span><span> </span><span>billion</span></p></td><td style="width:179.15pt; border-top:0.75pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top"><p class="Tabletext"><span>$855,000</span></p></td></tr><tr><td style="width:24.9pt; border-top:0.75pt solid #000000; border-bottom:1.5pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top"><p class="Tabletext"><span>3</span></p></td><td style="width:179.15pt; border-top:0.75pt solid #000000; border-bottom:1.5pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top"><p class="Tabletext"><span>more than $1 billion</span></p></td><td style="width:179.15pt; border-top:0.75pt solid #000000; border-bottom:1.5pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top"><p class="Tabletext"><span>$1,595,000</span></p></td></tr></tbody></table>
(2) Under paragraph 51ABZJ(4)(b) of the Act, the day determined for the purposes of paragraph 51ABZJ(2)(d) of the Act is the day that is 7 business days after the day that the Commission advises the notifying party of the notification that the notification is subject to phase 2 review.
Note: The day determined under subsection (2) of this section is the day on or before which the fee determined under subsection (1) of this section must be paid otherwise the Commission is taken to decide under subsection 51ABZD(2) of the Act to cease considering the notification.
Part 10—Application and transitional rules
Division 1—Instrument as made
10-1 When an acquisition is required to be notified
Parts 2 and 3 of this instrument apply in relation to an acquisition that is put into effect on or after 1 January 2026.
Note: Notifications may be made on or after 1 July 2025, but a requirement to notify only applies in relation to an acquisition that is put into effect on or after 1 January 2026: see Division 6 of Part XIII of the Act.
10-2 When a notification is made
Parts 5 and 6 of this instrument apply to notifications made on or after 1 July 2025.
10-3 Reviews by the Tribunal
Division 2 of Part 7 of this instrument applies in relation to an application for the review of a decision or determination made on or after 1 July 2025.
Division 2—Certain land and quasi-land acquisitions entered into prior to 1 January 2026
10-5 Certain land and quasi-land right acquisitions entered into prior to 1 January 2026
(1) Under subsection 51ABRA(1) of the Act, Division 2 of Part 2 of this instrument also covers an acquisition of a legal or equitable interest in land (the subsequent interest) if:
(a) the acquirer previously acquired an equitable interest in the land (the previous interest); and
(b) the acquisition of the previous interest occurred prior to 1 January 2026; and
(c) the same acquirer then acquired the subsequent interest in the land on or after 1 January 2026; and
(d) the size of the land to which the previous interest and subsequent interest relate is materially the same; and
(e) the proportion of the ownership interest in the land to which the previous interest and subsequent interest relate is the same.
(2) Under subsection 51ABRA(1) of the Act, Division 2 of Part 2 of this instrument also covers an acquisition of a legal or equitable interest in a quasi-land right (the subsequent interest) if:
(a) the acquirer previously acquired an equitable interest in the right (the previous interest); and
(b) the acquisition of the previous interest occurred prior to 1 January 2026; and
(c) the same acquirer then acquired the subsequent interest in the right on or after 1 January 2026; and
(d) the entitlements to which the previous interest and subsequent interest relate are materially the same; and
(e) the proportion of the ownership interest in the right to which the previous interest and subsequent interest relate is the same.
(3) Under subsection 51ABQ(1) of the Act, section 3-2 of this instrument does not include, within the class of acquisitions determined for the purposes of subparagraph 51ABO(b)(ii) of the Act, an acquisition of a legal or equitable interest in land (the subsequent interest) if:
(a) the acquirer previously acquired an equitable interest in the land (the previous interest); and
(b) the acquisition of the previous interest occurred prior to 1 January 2026; and
(c) the same acquirer then acquired the subsequent interest in the land on or after 1 January 2026; and
(d) the size of the land to which the previous interest and subsequent interest relate is materially the same; and
(e) the proportion of the ownership interest in the land to which the previous interest and subsequent interest relate is the same.
Division 3—Amendments made by the Competition and Consumer (Notification of Acquisitions) Amendment (2025 Measures No. 1) Determination 2025
10-6 Amendments to when an acquisition is required to be notified
(1) Except as provided by subsections (2) and (3), Parts 2 and 3 of this instrument (as amended by the Competition and Consumer (Notification of Acquisitions) Amendment (2025 Measures No. 1) Determination 2025) apply in relation to an acquisition that is put into effect on or after 1 January 2026.
(2) Section 2-4 of this instrument (as amended by the Competition and Consumer (Notification of Acquisitions) Amendment (2025 Measures No. 1) Determination 2025) applies in relation to an acquisition that is put into effect on or after 1 April 2026.
(3) Division 2 of Part 3 of this instrument (as amended by the Competition and Consumer (Notification of Acquisitions) Amendment (2025 Measures No. 1) Determination 2025) applies in relation to an acquisition that is put into effect on or after 1 April 2026.
10-7 Amendments to Parts 5 and 6
Parts 5 and 6 of this instrument (as amended by the Competition and Consumer (Notification of Acquisitions) Amendment (2025 Measures No. 1) Determination 2025) apply to notifications and applications made on or after 1 January 2026.
Part Part 2 - Competition and Consumer (Notification of Acquisitions) Determination 2025 - Circumstances where acquisitions require notification | Zoe