Part 6C.1 of the Corporations Act (primarily sections 671B ~ 671C) covers the requirements and obligations on Substantial Shareholders of companies listed on stock exchanges in Australia, including those incorporated in foreign countries. But the requirements do not extend to any other company, even if an Australian company listed on a foreign stock exchange or unlisted disclosing entities, although some may consider that similar information should be lodged with ASIC under the continuous disclosure obligations of unlisted disclosing entities so that the market is adequately informed.
In summary, section 9 of the Act defines a substantial holding in shares as being a relevant interest of 5% or more (of the voting power of those shares) under the control of a shareholder and/or his associates. Relevant interest is defined in section 608 as, in summary, holding or controlling voting or disposal of securities , no matter how remote the relevant interest is or how it arises. For example, a relevant interest might be through a trust, agreement or established practice, or through a body corporate in which the Substantial Shareholder holds greater than 20% of the voting shares or otherwise controls through his capacity to determine the outcome of decisions about [its] financial and operating policies.
Therefore, under sec. 671B, any shareholder who acquires (alone or with associates) a relevant interest in 5% or more of a company's shares must disclose that fact by lodging an ASIC Form 603 Notice of Initial Substantial Shareholder's with the Company and the stock exchange. This lodgement requirement also extends to a shareholder making a takeover bid even if the initial holding is below 5%.
Furthermore, for each 1% (or more) change in holding a Form 604 Notice of Change of Interests of Substantial Shareholder must be lodged. And, if the holding falls below 5% a Form 605 Notice of Ceasing to be a Substantial Shareholder must be lodged.
TRH Price at posting:
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