Subdivision BTakeover bids

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## Part 1—Preliminary #### 1 Name of Regulations These Regulations are the Corporations (Fees) Regulations 2001. #### 1B Definitions > Note: A number of expressions used in these Regulations are defined in the Act or Part 1.2 (Interpretation) of the Corporations Act: see subsection 4(2) of the Act. In these Regulations:: > Act means the Corporations (Fees) Act 2001. > ASIC staff member means a staff member within the meaning of the ASIC Act. > control transaction has the meaning given by regulation 4B. > Corporations Act means the Corporations Act 2001. > Corporations Regulations means the Corporations Regulations 2001. > indexable matter: see subregulation 3(2A). > member of ASIC means a member of ASIC under Part 5 of the ASIC Act. > old Law has the same meaning as in section 1451 of the old Corporations Law. > Part 5.1 arrangement has the meaning given by subregulation 4(2). > regulation 4 body has the meaning given by subregulation 4(3). > retail financial services licence means an Australian financial services licence that covers the provision of a financial service to a retail client, whether or not the licence also covers the provision of a financial service to a wholesale client. > threshold value: (a) for a lodgement under subsection 411(10) or 601GC(2) of the Corporations Act—has the meaning given by regulation 4C of these Regulations; and (b) for a lodgement under paragraph 661B(1)(b) or 662B(1)(b) of the Corporations Act—has the meaning given by regulation 4F of these Regulations. > wholesale financial services licence means an Australian financial services licence that is not a retail financial services licence. #### 2 Interpretation (Schedules 1 and 2) In Schedules 1 and 2, a reference to a chapter, part, division, section, subsection, paragraph or subparagraph, without reference to an enactment, is a reference to that chapter, part, division, section, subsection, paragraph or subparagraph of the Corporations Act. ## Part 2—Prescribed fees ### Division 1—Schedules 1 and 2 #### 3 Schedules 1 and 2 (1) For section 5 of the Act, a fee is prescribed for a chargeable matter mentioned in an item in Schedule 1 or 2, unless “no fee” appears in column 2 of the item in relation to the matter. > Note: Fees for other chargeable matters are prescribed in Divisions 2 and 3 of this Part. (2) The amount of the fee on or after 4 July 2018 is, subject to subregulations (3) to (5), the amount mentioned in column 2 of the item in relation to the matter. Indexable matters (2A) A chargeable matter is an indexable matter if it is mentioned in an item in Schedule 2, unless “no fee” appears in column 2 of the item in relation to the matter. (3) In the financial year starting on or after 1 July 2019, if the latest CPI number is greater than the earlier CPI number, the fee for an indexable matter is the amount worked out using the formula: ![Start formula start fraction previous indexable amount times latest CPI number over earlier CPI number end fraction end formula](image.002.png) where: > previous indexable amount is the amount of the fee for the indexable matter that was applicable immediately before that 1 July. (4) In the financial year starting on or after 1 July 2019 if the latest CPI number is not greater than the earlier CPI number, the fee for an indexable matter is the amount of the fee for the indexable matter that was applicable immediately before that 1 July. (5) If the amount worked out under subregulation (3) is an amount of dollars and cents: (a) if the amount of cents is at least 50 cents—the amount is to be rounded up to the nearest dollar; or (b) otherwise—the amount is to be rounded down to the nearest dollar. (6) For this regulation: (a) if the Australian Statistician publishes a CPI number for a March quarter in substitution for a CPI number previously published by the Australian Statistician for that quarter, the publication of the later CPI number must be disregarded; and (b) if the Australian Statistician changes the reference base for the Consumer Price Index, then, after the change is made, regard must be had only to the CPI numbers published using the new reference base. (7) In this regulation: > CPI number means the All Groups Consumer Price Index number (being the weighted average of the 8 Australian capital cities) published by the Australian Statistician. > earlier CPI number is the CPI number for the March quarter 2 financial years before the relevant financial year begins. > latest CPI number is the CPI number for the last March quarter before the relevant financial year begins. ### Division 2—Fees relating to certain Part 5.1 arrangements, trust schemes and takeover bids #### Subdivision A—Part 5.1 arrangements #### 4 Fee—Part 5.1 arrangements (1) For the purposes of section 5 of the Act, and subject to regulation 4H of these Regulations, the fee set out in subregulation (4) of this regulation is prescribed for lodging under subsection 411(10) of the Corporations Act a copy of an order of approval of a Part 5.1 arrangement in relation to a regulation 4 body, if: (a) the Part 5.1 arrangement is, or is part of, a control transaction in relation to the regulation 4 body; and (b) the threshold value for the lodgement is equal to or greater than $10 million; and (c) the lodgement occurs between 1 January 2025 and 31 December 2027. (2) A Part 5.1 arrangement in relation to a regulation 4 body is a compromise or arrangement under Part 5.1 of the Corporations Act between the regulation 4 body and its members, or a class of its members. (3) A regulation 4 body is: (a) a listed company; or (b) an unlisted company with more than 50 members; or (c) a listed registrable Australian body that is registered under Division 1 of Part 5B.2 of the Corporations Act. (4) For the purposes of subregulation (1), the fee is the fee worked out using the following table: ```html <table cellspacing="0" cellpadding="0" style="width:368.6pt; margin-left:0.25pt; border-collapse:collapse"><thead><tr><td colspan="3" style="width:357.8pt; border-top:1.5pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top">Fee</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">Item</td><td style="width:229.7pt; border-top:0.75pt solid #000000; border-bottom:1.5pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top">Column 1If the threshold value for the lodgement is …</td><td style="width:81.6pt; border-top:0.75pt solid #000000; border-bottom:1.5pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top">Column 2then the fee is …</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">1</td><td style="width:229.7pt; border-top:1.5pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top">greater than $500 million</td><td style="width:81.6pt; border-top:1.5pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top">$195,000.</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">2</td><td style="width:229.7pt; border-top:0.75pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top">(a) less than or equal to $500 million; and(b) equal to or greater than $100 million</td><td style="width:81.6pt; border-top:0.75pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top">$145,000.</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">3</td><td style="width:229.7pt; border-top:0.75pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top">(a) less than $100 million; and(b) equal to or greater than $35 million</td><td style="width:81.6pt; border-top:0.75pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top">$50,000.</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">4</td><td style="width:229.7pt; border-top:0.75pt solid #000000; border-bottom:1.5pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top">(a) less than $35 million; and(b) equal to or greater than $10 million</td><td style="width:81.6pt; border-top:0.75pt solid #000000; border-bottom:1.5pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top">$10,000.</td></tr></tbody></table> ``` #### 4A Fee—trust schemes (1) For the purposes of section 5 of the Act, and subject to regulation 4H of these Regulations, the fee set out in subregulation (2) of this regulation is prescribed for lodging under subsection 601GC(2) of the Corporations Act a copy of a modification of the constitution of a listed registered scheme or a new constitution of a listed registered scheme, if: (a) the modification, or the repeal and replacement, of the constitution of the registered scheme is part of a control transaction in relation to the scheme; and (b) the threshold value for the lodgement is equal to or greater than $10 million; and (c) the lodgement occurs between 1 January 2025 and 31 December 2027. (2) For the purposes of subregulation (1), the fee is the fee worked out using the following table: ```html <table cellspacing="0" cellpadding="0" style="width:368.6pt; margin-left:0.25pt; border-collapse:collapse"><thead><tr><td colspan="3" style="width:357.8pt; border-top:1.5pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top">Fee</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">Item</td><td style="width:229.7pt; border-top:0.75pt solid #000000; border-bottom:1.5pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top">Column 1If the threshold value for the lodgement is …</td><td style="width:81.35pt; border-top:0.75pt solid #000000; border-bottom:1.5pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top">Column 2then the fee is …</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">1</td><td style="width:229.7pt; border-top:1.5pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top">greater than $500 million</td><td style="width:81.35pt; border-top:1.5pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top">$195,000.</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">2</td><td style="width:229.7pt; border-top:0.75pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top">(a) less than or equal to $500 million; and(b) equal to or greater than $100 million</td><td style="width:81.35pt; border-top:0.75pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top">$145,000.</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">3</td><td style="width:229.7pt; border-top:0.75pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top">(a) less than $100 million; and(b) equal to or greater than $35 million</td><td style="width:81.35pt; border-top:0.75pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top">$50,000.</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">4</td><td style="width:229.7pt; border-top:0.75pt solid #000000; border-bottom:1.5pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top">(a) less than $35 million; and(b) equal to or greater than $10 million</td><td style="width:81.35pt; border-top:0.75pt solid #000000; border-bottom:1.5pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top">$10,000.</td></tr></tbody></table> ``` #### 4B Meaning of control transaction Regulation 4 bodies (1) One or more Part 5.1 arrangements in relation to a regulation 4 body constitute a control transaction in relation to the regulation 4 body if the Part 5.1 arrangement or arrangements result in: (a) a person beginning to control the regulation 4 body; or (b) the voting power of a person in the regulation 4 body increasing: (i) from 50% or below to more than 50%; or (ii) from a starting point that is above 50%. (2) However, one or more Part 5.1 arrangements are not a control transaction if: (a) their sole object is to exchange securities in the regulation 4 body for securities in a body or managed investment scheme (the new body) in such a way that subregulation (3) applies; or (b) they are, or are part of, an internal restructure or reorganisation of a group of persons who are: (i) related bodies corporate; or (ii) related by means of trust or partnership. (3) This subregulation applies if, immediately after the exchange, the voting power in the new body of each person who was: (a) if the Part 5.1 arrangement, or any of the Part 5.1 arrangements, are with all of the members of the regulation 4 body—a member of the regulation 4 body immediately before the exchange; or (b) if the Part 5.1 arrangement, or all of the Part 5.1 arrangements, are with a class or classes of members of the regulation 4 body—a member of that class or any of those classes; is the same as the voting power the member had in the regulation 4 body immediately before the exchange. Listed registered schemes (4) An arrangement is a control transaction in relation to a listed registered scheme if the arrangement results in: (a) a person beginning to control the registered scheme; or (b) the voting power of a person in the registered scheme increasing: (i) from 50% or below to more than 50%; or (ii) from a starting point that is above 50%. (5) For the purposes of paragraph (4)(a) of this regulation, in working out whether a person begins to control the registered scheme, apply section 50AA of the Corporations Act with the modifications set out in paragraphs 604(1)(a) to (h) of that Act in relation to the registered scheme. #### 4C Meaning of threshold value (1) This regulation applies to a control transaction in relation to: (a) a regulation 4 body; or (b) a listed registered scheme. (2) For the purposes of this regulation, a security is: (a) a share in the regulation 4 body; or (b) an interest in the listed registered scheme; other than a share or interest issued under the control transaction. (3) The threshold value for: (a) a lodgement under subsection 411(10) of the Corporations Act of a copy of an order of approval of a Part 5.1 arrangement in relation to the regulation 4 body that is, or is part of, the control transaction; or (b) if the control transaction includes a modification of the constitution of the listed registered scheme, or the repeal and replacement of the constitution of the listed registered scheme—a lodgement under subsection 601GC(2) of the Corporations Act of a copy of the modification, or a copy of the new constitution of the listed registered scheme; is the amount worked out using the following formula: ![Start formula The value, at lodgement, of the consideration payable, per security, under the control transaction for acquiring a security or for the cancellation of a security times The number of securities at lodgement, including any securities which are not acquired or cancelled under the control transaction end formula](image.003.png) (4) If the control transaction provides for the acquisition or cancellation of securities in only one class of securities, treat a reference in subregulation (3) to a security as being a reference to a security of that class. (5) If the control transaction provides for the acquisition or cancellation of securities in 2 or more classes of securities, work out the threshold value for the lodgement by: (a) applying the formula in subregulation (3) to work out an amount in respect of each of those classes, treating a reference in that formula to a security as being a reference to a security in that class; and (b) adding up the amounts worked out under paragraph (a) of this subregulation. #### Subdivision B—Takeover bids #### 4D Fee—compulsory acquisition notices (1) For the purposes of section 5 of the Act, and subject to regulation 4H of these Regulations, the fee set out in subregulation (2) of this regulation is prescribed for lodging a notice under paragraph 661B(1)(b) of the Corporations Act relating to a compulsory acquisition of securities following a takeover bid, if: (a) the threshold value for the lodgement is equal to or greater than $10 million; and (b) the lodgement occurs between 1 January 2025 and 31 December 2027. (2) For the purposes of subregulation (1), the fee is the fee worked out using the following table: ```html <table cellspacing="0" cellpadding="0" style="width:333.15pt; margin-left:0.25pt; border-collapse:collapse"><thead><tr><td colspan="3" style="width:322.35pt; border-top:1.5pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top">Fee</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">Item</td><td style="width:201.35pt; border-top:0.75pt solid #000000; border-bottom:1.5pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top">Column 1If the threshold value for the lodgement is …</td><td style="width:74.5pt; border-top:0.75pt solid #000000; border-bottom:1.5pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top">Column 2then the fee is …</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">1</td><td style="width:201.35pt; border-top:1.5pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top">greater than $500 million</td><td style="width:74.5pt; border-top:1.5pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top">$194,198.</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">2</td><td style="width:201.35pt; border-top:0.75pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top">(a) less than or equal to $500 million; and(b) equal to or greater than $100 million</td><td style="width:74.5pt; border-top:0.75pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top">$144,198.</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">3</td><td style="width:201.35pt; border-top:0.75pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top">(a) less than $100 million; and(b) equal to or greater than $35 million</td><td style="width:74.5pt; border-top:0.75pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top">$49,198.</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">4</td><td style="width:201.35pt; border-top:0.75pt solid #000000; border-bottom:1.5pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top">(a) less than $35 million; and(b) equal to or greater than $10 million</td><td style="width:74.5pt; border-top:0.75pt solid #000000; border-bottom:1.5pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top">$9,198.</td></tr></tbody></table> ``` #### 4E Fee—notices of right to be bought out (1) For the purposes of section 5 of the Act, and subject to regulation 4H of these Regulations, the fee set out in subregulation (2) of this regulation is prescribed for lodging a notice under paragraph 662B(1)(b) of the Corporations Act relating to a right to buy out holders of bid class securities following a takeover bid, if: (a) the threshold value for the lodgement is equal to or greater than $10 million; and (b) the lodgement occurs between 1 January 2025 and 31 December 2027. (2) For the purposes of subregulation (1), the fee is the fee worked out using the following table: ```html <table cellspacing="0" cellpadding="0" style="width:332.9pt; margin-left:0.25pt; border-collapse:collapse"><thead><tr><td colspan="3" style="width:322.1pt; border-top:1.5pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top">Fee</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">Item</td><td style="width:201.35pt; border-top:0.75pt solid #000000; border-bottom:1.5pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top">Column 1If the threshold value for the lodgement is …</td><td style="width:74.25pt; border-top:0.75pt solid #000000; border-bottom:1.5pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top">Column 2then the fee is …</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">1</td><td style="width:201.35pt; border-top:1.5pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top">greater than $500 million</td><td style="width:74.25pt; border-top:1.5pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top">$194,359.</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">2</td><td style="width:201.35pt; border-top:0.75pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top">(a) less than or equal to $500 million; and(b) equal to or greater than $100 million</td><td style="width:74.25pt; border-top:0.75pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top">$144,359.</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">3</td><td style="width:201.35pt; border-top:0.75pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top">(a) less than $100 million; and(b) equal to or greater than $35 million</td><td style="width:74.25pt; border-top:0.75pt solid #000000; border-bottom:0.75pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top">$49,359.</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">4</td><td style="width:201.35pt; border-top:0.75pt solid #000000; border-bottom:1.5pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top">(a) less than $35 million; and(b) equal to or greater than $10 million</td><td style="width:74.25pt; border-top:0.75pt solid #000000; border-bottom:1.5pt solid #000000; padding-right:5.4pt; padding-left:5.4pt; vertical-align:top">$9,359.</td></tr></tbody></table> ``` #### 4F Meaning of threshold value (1) The threshold value for a lodgement under paragraph 661B(1)(b) or 662B(1)(b) of the Corporations Act relating to a takeover bid is the amount worked out using the following formula: ![Start formula The value, at lodgement, of the consideration payable, per security, under the terms that apply under section 661C or 662C of the Corporations Act (disregarding any election under paragraph 661C(2)(a) or subsection 662C(1)) times The number of securities in the bid class at lodgement, including any securities in which the bidder and its associates already have a relevant interest end formula](image.004.png) (2) If 2 or more takeover bids, by the same bidder, for securities in the same target occur together, work out the threshold value for a lodgement under paragraph 661B(1)(b) or 662B(1)(b) of the Corporations Act relating to any of those bids by: (a) applying the formula in subregulation (1) of this regulation to work out an amount in respect of each of those bids (including any bid in relation to which a notice is not lodged under paragraph 661B(1)(b) or 662B(1)(b) of the Corporations Act); and (b) adding up the amounts worked out under paragraph (a) of this subregulation. #### 4G Fees are additional to fees prescribed by Division 1 To avoid doubt, a fee prescribed by this Subdivision for a lodgement is in addition to any fee prescribed by Division 1 for the lodgement. #### Subdivision C—Only one fee prescribed for arrangements involving multiple chargeable matters #### 4H Only one fee prescribed for arrangements involving multiple chargeable matters Part 5.1 arrangements (1) If: (a) a control transaction in relation to a regulation 4 body consists of more than one Part 5.1 arrangement; and (b) a fee prescribed by Subdivision A for lodging a copy of an order of approval of one of the Part 5.1 arrangements is paid; no fee is prescribed by that Subdivision for lodging a copy of an order of approval of any of the other Part 5.1 arrangements. Takeover bids (2) If a fee prescribed by Subdivision B for lodging a notice relating to a takeover bid is paid, no fee is prescribed by that Subdivision for lodging another notice relating to the takeover bid. > Note: Example: If the fee prescribed by subregulation 4D(1) is paid for lodging a notice under paragraph 661B(1)(b) of the Corporations Act relating to a compulsory acquisition of securities following a takeover bid, no fee is prescribed by Subdivision B of this Division for lodging a notice under paragraph 662B(1)(b) of the Corporations Act relating to a right to buy out holders of bid class securities following the bid. (3) If: (a) 2 or more takeover bids, by the same bidder, for securities in the same target occur together; and (b) a fee prescribed by Subdivision B for lodging a notice relating to one of the takeover bids is paid; no fee is prescribed by that Subdivision for lodging a notice relating to any of the other takeover bids. Arrangements involving multiple control transactions or takeover bids etc. (4) If: (a) an arrangement (within the meaning of Chapter 7 of the Corporations Act) includes: (i) 2 or more control transactions; or (ii) 2 or more takeover bids for securities in different targets; or (iii) a control transaction and a takeover bid; and (b) a fee prescribed by this Division is paid for lodging: (i) a copy of an order of approval of a Part 5.1 arrangement that is, or is part of, any of those control transactions; or (ii) a copy of a modification of the constitution of a listed registered scheme or a new constitution of a listed registered scheme, if the modification, or the repeal and replacement, of the constitution of the registered scheme is part of any of those control transactions; or (iii) a notice relating to any of those takeover bids; no fee is prescribed by this Division for lodging: (c) a copy of an order of approval of a Part 5.1 arrangement that is, or is part of, any of those control transactions (other than, if subparagraph (b)(i) of this subregulation applies, the copy mentioned in that subparagraph); or (d) a copy of a modification of the constitution of a listed registered scheme or a new constitution of a registered scheme, if the modification, or the repeal and replacement, of the constitution of the listed registered scheme is part of any of those control transactions (other than, if subparagraph (b)(ii) of this subregulation applies, the copy mentioned in that subparagraph); or (e) a notice relating to any of those takeover bids (other than, if subparagraph (b)(iii) applies, the notice mentioned in that subparagraph). ### Division 3—Other fees #### 5 Performance of ASIC functions Matters with hourly fee rate (1) For section 5 of the Act, the fee set out in subregulation (3) is prescribed for the performance by a member of ASIC, or an ASIC staff member, of the following functions under subsection 798C(2) of the Corporations Act: (a) reviewing and providing consent to an application for waiver of an operating rule relating to a clearing and settlement facility operated by a market licensee or an associate of the market licensee in respect of the securities of the market licensee; (b) undertaking an inquiry about compliance with any operating rule of the clearing and settlement facility mentioned in paragraph (a) which relates to securities of the market licensee; (c) taking action to ensure compliance with the operating rules of the clearing and settlement facility mentioned in paragraph (a) following an inquiry under paragraph (b); (d) an inquiry about compliance with an arrangement of the kind mentioned in subsection 798C(2) of the Corporations Act; (e) taking action to ensure compliance with the arrangement following an inquiry under paragraph (d). > Note 1: These functions are mentioned in paragraph (k) of the definition of chargeable matter in subsection 4(1) of the Act. Expressions that are defined in the Corporations Act have the same meanings in these Regulations: see subsection 4(2) of the Act. > Note 2: The fees in this subregulation are subject to limits imposed by section 6 of the Act. > Note 3: Paragraph 7(1)(k) of the Act identifies the person liable to pay the fee and the time at which the liability to pay the fee is incurred. (2) For section 5 of the Act, the fee set out in subregulation (3) is prescribed for the performance by a member of ASIC, or an ASIC staff member, of the following functions in accordance with listing rules mentioned in subsection 798C(4) of the Corporations Act: (a) processing and considering the admission of a licensee to a market’s official list; (b) processing and considering an application for waiver of a listing rule applying to the market licensee; (c) processing and considering the quotation of additional securities of the market licensee; (d) processing and considering a transaction involving a related party of the market licensee within the meaning of section 228 of the Corporations Act; (e) processing and considering an application for requotation of securities of the market licensee; (f) processing and considering a transaction relating to the proposed change of the nature or scale of activities of the market licensee; (g) processing and considering a transaction relating to a proposed merger or acquisition involving the market licensee; (h) conducting an inquiry about compliance by the market licensee with a listing rule; (i) taking action to ensure compliance with the listing rule following an inquiry under paragraph (h). > Note 1: These functions are mentioned in paragraph (k) of the definition of chargeable matter in subsection 4(1) of the Act. Expressions that are defined in the Corporations Act have the same meanings in these Regulations: see subsection 4(2) of the Act. > Note 2: The fees in this subregulation are subject to limits imposed by section 6 of the Act. > Note 3: Paragraph 7(1)(k) of the Act identifies the person liable to pay the fee and the time at which the liability to pay the fee is incurred. (2A) For the purposes of section 5 of the Act, the fee set out in subregulation (3) is prescribed for the performance by ASIC of a function conferred on ASIC by the operating rules of a market as required by subsection 798DA(2) of the Corporations Act. > Note 1: These functions are mentioned in subparagraph (k)(iii) of the definition of chargeable matter in subsection 4(1) of the Act. Expressions that are defined in the Corporations Act have the same meanings in these Regulations: see subsection 4(2) of the Act. > Note 2: The fees in this subregulation are subject to limits imposed by section 6 of the Act. > Note 3: Paragraph 7(1)(k) of the Act identifies the person liable to pay the fee and the time at which the liability to pay the fee is incurred. (2B) For the purposes of section 5 of the Act, the fee set out in subregulation (3) is prescribed for the performance by ASIC of a function required or permitted by regulations made for the purposes of subsection 798E(1) of the Corporations Act. > Note 1: These functions are mentioned in paragraph (l) of the definition of chargeable matter in subsection 4(1) of the Act. Expressions that are defined in the Corporations Act have the same meanings in these Regulations: see subsection 4(2) of the Act. > Note 2: Paragraph 7(1)(l) of the Act identifies the person liable to pay the fee and the time at which the liability to pay the fee is incurred. (3) The fee is: ![Start formula $175.95 times start fraction number of minutes taken to perform the function over 60 end fraction end formula](image.005.png) (3A) If the amount worked out under subregulation (3) is an amount of dollars and cents: (a) if the amount of cents is at least 50 cents—the amount is to be rounded up to the nearest dollar; or (b) otherwise—the amount is to be rounded down to the nearest dollar. Other matters (4) For section 5 of the Act, if: (a) ASIC performs 1 or more functions in a period described in subregulation (5) in accordance with subsection 798C(2) or (4) of the Corporations Act; and (b) none of the functions is mentioned in subregulation (1) or (2); a fee of $5 000 is prescribed for all of the functions of that kind performed in the period. > Note 1: These functions are mentioned in paragraph (k) of the definition of chargeable matter in subsection 4(1) of the Act. Expressions that are defined in the Corporations Act have the same meanings in these Regulations: see subsection 4(2) of the Act. > Note 2: The fees in this subregulation are subject to limits imposed by section 6 of the Act. > Note 3: Paragraph 7(1)(k) of the Act identifies the person liable to pay the fee and the time at which the liability to pay the fee is incurred. (5) For paragraph (4)(a), the periods are: (a) the period starting when this subregulation commences and ending at the end of 30 April 2002; and (b) the period starting on 1 May 2002 and ending at the end of 30 June 2002; and (c) each subsequent period of 2 calendar months. #### 9A Notices about authorised representatives and relevant providers—prescribed fees (1) For section 5 of the Act, the fee in subregulation (2) is prescribed for lodging a notice with ASIC under any one or more of the following: (a) subsection 916F(1) or (3) of the Corporations Act; (b) subsection 922D(1), 922H(1) or 922HB(1) of that Act. > Note: Some of the notices referred to in subregulation (1) may be combined in a single notice. (2) The fee is: ![Start formula Prescribed amount times the relevant number of persons to which the notice relates end formula](image.006.png) > Note 1: For the definitions of prescribed amount and relevant number of persons, see subregulation (5). > Note 2: An additional fee may be charged if a notice is lodged late (see regulation 9B). Where no fee is payable (3) For section 5 of the Act, no fee is prescribed for lodging a notice if: (a) the notice is lodged under subsection 922J(1) or 922K(1) or section 1546X of the Corporations Act; or (b) for a notice lodged under subsection 916F(1) or 922D(1) of that Act—the notice is lodged within 10 business days of the date an Australian financial services licence takes effect. Indexation (4) Subregulations 3(3) to (7) apply in relation to the prescribed amount in the same way as those subregulations apply in relation to a fee prescribed for an indexable matter. Definitions (5) In this regulation: > prescribed amount means: (a) for a notice lodged under subsection 916F(1) or 922D(1) of the Corporations Act, or both: (i) if the notice is lodged electronically—$43; or (ii) if the notice is lodged in any other form—$79; and (b) for a notice lodged under subsection 916F(3) or 922H(1) or both, or under subsection 922HB(1), of that Act: (i) if the notice is lodged electronically—$29; or (ii) if the notice is lodged in any other form—$50. > relevant number of persons to which a notice relates means the following: (a) for a notice lodged only under subsection 916F(1) or (3) of the Corporations Act—the number of authorised representatives to whom the notice relates; (b) for a notice lodged only under subsection 922D(1), 922H(1) or 922HB(1) of that Act—the number of relevant providers to whom the notice relates; (c) for a notice lodged under subsections 916F(1) and 922D(1), or 916F(3) and 922H(1), of that Act—the total of the following: (i) the number of authorised representatives to whom the notice relates; (ii) the number of relevant providers who are not authorised representatives to whom the notice relates. #### 9B Late fees for notices about authorised representatives and relevant providers (1) For section 5 of the Act, the fee in subregulation (2) is prescribed (in addition to the fee (if any) prescribed by regulation 9A) if: (a) a notice is lodged with ASIC under any one or more of the following: (i) subsection 916F(1) or (3) of the Corporations Act; (ii) subsection 922D(1), 922H(1), 922HB(1), 922J(1) or 922K(1) of that Act; and (b) the notice is not lodged in accordance with subsection 916F(1) or (3) or 922L(2) of that Act. (2) The fee is: ![Start formula open bracket Lower amount times Relevant number for the lower amount close bracket plus open bracket Higher amount times Relevant number for the higher amount close bracket end formula](image.007.png) Indexation (3) Subregulations 3(3) to (7) apply in relation to the lower amount and the higher amount in the same way as those subregulations apply in relation to a fee prescribed for an indexable matter. Relationship with item 14 of Schedule 2 (4) Item 14 of Schedule 2 does not apply in relation to a notice referred to in paragraph (1)(a). Definitions (5) In this regulation: > higher amount means $308. > lower amount means $74. > relevant number for the higher amount means the number of: (a) for a notice lodged only under subsection 916F(1) or (3) of the Corporations Act—authorised representatives; and (b) for a notice lodged only under subsection 922D(1), 922H(1), 922HB(1), 922J(1) or 922K(1) of that Act—relevant providers; and (c) for a notice lodged under subsections 916F(1) and 922D(1), or 916F(3) and 922H(1), of that Act—authorised representatives, and relevant providers who are not authorised representatives; in relation to whom the notice was lodged 1 month or more after the time required under subsection 916F(1) or (3) or subsection 922L(2) of that Act, as the case requires. > relevant number for the lower amount means the number of: (a) for a notice lodged only under subsection 916F(1) or (3) of the Corporations Act—authorised representatives; and (b) for a notice lodged only under subsection 922D(1), 922H(1), 922HB(1), 922J(1) or 922K(1) of that Act—relevant providers; and (c) for a notice lodged under subsections 916F(1) and 922D(1), or 916F(3) and 922H(1), of that Act—authorised representatives, and relevant providers who are not authorised representatives; in relation to whom the notice was lodged less than 1 month after the time required under subsection 916F(1) or (3) or subsection 922L(2) of that Act, as the case requires. ## Part 3—Application, saving and transitional provisions ### Division 1—Amendments made by the Treasury Laws Amendment (ASIC Cost Recovery and Fees) Regulations 2019 #### 10 Indexation of fees (1) Despite subregulation 3(2A), the chargeable matter mentioned in paragraph (b) of item 22 of the table in clause 1 of Schedule 2, as amended by the Treasury Laws Amendment (ASIC Cost Recovery and Fees) Regulations 2019, is not an indexable matter in the financial year starting on 1 July 2019. (2) To avoid doubt, the repeal and substitution of items 19A, 20 and 21 of the table in clause 1 of Schedule 2 by the Treasury Laws Amendment (ASIC Cost Recovery and Fees) Regulations 2019 does not affect the application of subregulation 3(3) in relation to the indexable matters mentioned in those items in the financial year starting on 1 July 2019. ### Division 2—Amendment made by the Corporations (Fees) Amendment (Registry Fees) Regulations 2019 #### 11 Application of amendment The amendment made by item 2 of Schedule 1 to the Corporations (Fees) Amendment (Registry Fees) Regulations 2019 applies to requests made on and after 6 January 2020. ### Division 3—Amendment made by Schedule 1 to the Financial Sector Reform (Hayne Royal Commission Response—Breach Reporting and Remediation) Regulations 2021 #### 12 Provisions relating to continued application of section 912D of the Corporations Act (1) Despite the amendment made by the amending Schedule to item 143 of the table in clause 1 of Schedule 1, that item continues to apply, in relation to documents lodged under subsection 912D(1) or (2) of the Corporations Act (as those subsections continue to apply because of subsection 1671A(2) of that Act), as if that amendment had not happened. (2) In this regulation: > amending Schedule means Schedule 1 to the Financial Sector Reform (Hayne Royal Commission Response—Breach Reporting and Remediation) Regulations 2021. ### Division 4—Amendments made by the Corporations (Fees) Amendment (Corporate Collective Investment Vehicle Framework) Regulations 2022 #### 13 Indexation of fees for CCIVs Despite subregulation 3(2A), the chargeable matter mentioned in item 1B or 1C of the table in clause 1 of Schedule 2, as inserted by the Corporations (Fees) Amendment (Corporate Collective Investment Vehicle Framework) Regulations 2022, is not an indexable matter in the financial year starting on 1 July 2022. ### Division 6—Amendments made by the Corporations (Fees) Amendment (RSE Auditors) Regulations 2024 #### 15 Application of amendments The amendments made by Schedule 1 to the Corporations (Fees) Amendment (RSE Auditors) Regulations 2024 apply in relation to applications made on or after 1 July 2023.