Commonwealth Consolidated Acts Commonwealth Consolidated Acts(1) In this section, person to whom this section applies means:
(a) a natural person not ordinarily resident in Australia;
(b) a corporation in which a natural person not ordinarily resident in Australia or a foreign corporation holds a substantial interest;
(c) a corporation in which 2 or more persons, each of whom is either a natural person not ordinarily resident in Australia or a foreign corporation, hold an aggregate substantial interest;
(d) the trustee of a trust estate in which a natural person not ordinarily resident in Australia or a foreign corporation holds a substantial interest; or
(e) the trustee of a trust estate in which 2 or more persons, each of whom is either a natural person not ordinarily resident in Australia or a foreign corporation, hold an aggregate substantial interest.
(2) Where a person to whom this section applies:
(a) enters into an agreement by virtue of which he or she acquires a substantial interest in an Australian corporation and did not, before entering into the agreement, furnish to the Treasurer a notice stating his or her intention to enter into that agreement; or
(b) having furnished a notice to the Treasurer stating his or her intention to enter into an agreement by virtue of which he or she is to acquire a substantial interest in an Australian corporation, enters into that agreement before:
(i) the expiration of 40 days after the date on which the notice was received by the Treasurer; or
(ii) the date on which advice is given that the Commonwealth Government does not object to the person entering into that agreement (whether or not the advice is subject to conditions imposed under subsection 25(1A));
whichever first occurs;
the person is guilty of an offence and is punishable, on conviction, by a fine not exceeding 500 penalty units or imprisonment for a period not exceeding 2 years, or both.
(3) Where:
(a) a person enters into an agreement of a kind mentioned in subsection (2); and
(b) the provisions of the agreement that relate to the acquisition of the substantial interest concerned do not become binding until the fulfilment of a condition or conditions set out in the agreement;
the person shall not be taken, for the purposes of that subsection, to have entered into the agreement until the time when those provisions become binding.
(4) Without affecting the operation of section 25, this section does not apply in relation to a shareholder of a corporation subscribing for shares in the corporation if:
(a) the shares were subscribed for in pursuance of a resolution by the corporation or the directors of the corporation agreeing to make available a number of shares specified in, or ascertained in accordance with, the resolution for allotment to persons who were registered as the holders of shares in the corporation on a date specified in the resolution; and
(b) the number of shares for which the shareholder so subscribed bears to the total number of shares made available for allotment in pursuance of the resolution as nearly as practicable the same proportion as the number of issued shares in the corporation held by him or her immediately before the date specified in the resolution bears to the total number of issued shares in the corporation immediately before that date.
(5) For the purposes of subsection (4), it is immaterial that the shares in the corporation comprise 2 or more classes of shares to which different rights are attached.
(5A) Without affecting the operation of section 25, this section does not apply in relation to the acquisition of a substantial interest in an Australian corporation if that acquisition is also an acquisition of an interest in Australian urban land.
(6) In this section, a reference to an agreement by virtue of which a person acquires a substantial interest in a corporation is a reference to an agreement by virtue of which:
(a) the person:
(i) starts to hold a substantial interest in the corporation; or
(ii) would start to hold a substantial interest in the corporation on the assumption that the person held interests in shares that are interests that he or she has offered to acquire; or
(iii) would start to hold a substantial interest in the corporation on the assumption that the person held rights to votes that might be cast at a general meeting of the corporation that are rights that he or she has offered to acquire; or
(b) if the person already holds a substantial interest in the corporation--any of the following conditions are satisfied:
(i) the person becomes in a position to control more of the voting power or potential voting power in the corporation;
(ii) the person starts to hold additional interests in the issued shares in the corporation;
(iii) the person would start to hold additional interests in the issued shares in the corporation, if shares in the corporation were issued as the result of the exercise of all rights of a kind mentioned in subsection 11(2A).
(7) For the purposes of subsection (6), a reference to a person offering to acquire interests in shares or rights includes a reference to a person making or publishing a statement, however expressed, that expressly or impliedly invites a holder of interests in shares or rights to offer to dispose of interests in shares or rights.