8AJTelstra sale scheme

#### 8AJ Telstra sale scheme (1) The object of this section is to define the expressions Telstra sale scheme, sale‑scheme trustee, sale‑scheme trust deed and hybrid‑security issuer company. (2) For the purposes of this Act, a Telstra sale scheme is a scheme the object of which is to achieve the transfer, or progressive transfer, of the whole or a part of the Commonwealth’s equity in Telstra to other persons. (3) A Telstra sale scheme must comply with any rules set out in a determination in force under subsection (3A). (3A) The Minister for Finance may make a written determination setting out rules that are to be complied with by a Telstra sale scheme. (3B) A determination under subsection (3A) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination. (4) A Telstra sale scheme may involve any or all of the following: (a) the transfer by the Commonwealth of any of its shares in Telstra; (b) the transfer by the Commonwealth of interests in its shares in Telstra to a company (the sale‑scheme trustee) in the company’s capacity as the trustee of a trust established by a trust deed (the sale‑scheme trust deed); (c) an investor in Telstra initially acquiring a particular interest in shares in Telstra and subsequently acquiring the remaining interests in those shares; (d) the payment by Telstra of a dividend; (e) the reduction of Telstra’s share capital; (f) the cancellation of a particular parcel of shares in Telstra held by the Commonwealth; (g) Telstra buying back shares in itself; (h) the issue of securities in Telstra; (i) the redemption of redeemable preference shares in Telstra held by the Commonwealth; (j) the alteration of Telstra’s constitution; (k) the issue by the Commonwealth or Telstra of sale‑scheme hybrid securities; (l) an arrangement under which one or more designated companies (each of which is called a hybrid‑security issuer company) issue sale‑scheme hybrid securities; (m) the guarantee by the Commonwealth of obligations of a hybrid‑security issuer company in relation to sale‑scheme hybrid securities (for example, obligations to make payments of interest or dividends); (n) an agreement of the kind known as a securities lending arrangement, where the securities lending arrangement relates to shares in Telstra. (5) In determining whether a scheme is a Telstra sale scheme, regard must be had to the economic and commercial substance of the scheme. (6) Subsections (4) and (5) do not, by implication, limit subsection (2). (6A) For the purposes of this section, a designated company is: (a) a wholly‑owned Commonwealth company; or (b) a body corporate specified in a written declaration made by the Minister for Finance under this paragraph. (6B) A category B hybrid‑security issuer company is a hybrid‑security issuer company (other than a wholly‑owned Commonwealth company) specified in a written declaration made by the Minister for Finance under this subsection. (6C) A declaration under paragraph (6A)(b) or subsection (6B) is not a legislative instrument. (6D) For the purposes of this section, if a share in Telstra is an investment of the Future Fund, the share is taken to be held by a person other than the Commonwealth. (7) In this section: > designated company has the meaning given by subsection (6A). > interest in a share has the same meaning as it has for the purposes of Part 2A. > scheme means: (a) any agreement, arrangement, understanding, promise or undertaking, whether express or implied; and (b) any scheme, plan, proposal, action, course of action or course of conduct, whether unilateral or otherwise. > securities includes: (a) shares; and (b) debentures (within the meaning of the Corporations Act 2001). > transfer, in relation to an interest in a share, includes the creation of the interest. > wholly‑owned Commonwealth company has the same meaning as in the Public Governance, Performance and Accountability Act 2013 (in working out whether a company is covered by this definition, ignore any sale‑scheme hybrid securities issued by the company).