Co-Operatives (National Uniform Legislation) Act 2015

Part 1 Relevant interests

1 Terminology used in this Part

(2) Power to vote in relation to a right to vote is power to exercise, or to control the exercise of, the right to vote.

(3) A reference to power to dispose of a share includes a reference to power to exercise control over the disposal of the share.

(4) A reference to power or control includes a reference to power or control that is direct or indirect or is, or can be, exercised because of, by means of, in breach of, or by revocation of, trusts, agreements and practices, or any of them, whether or not they are enforceable.

(5) Power to vote in relation to a right to vote, or power to dispose of a share, that is exercisable by 2 or more persons jointly is taken to be exercisable by either or any of those persons.

(6) A reference to a controlling interest includes a reference to an interest that gives control.

2 Basic rules – relevant interests

(1) In this Law (unless otherwise provided), relevant interest has a meaning determined under this Part.

(2) A person who has power to vote in relation to a right to vote has a relevant interest in the right to vote.

(3) A person who has power to dispose of a share has a relevant interest in the share.

3 Control of corporation having power in relation to a share

If a corporation has, or is by this Part taken to have:

a person is taken for the purposes of this Part to have in relation to the right to vote or share the same power as the corporation has, or is taken to have, if:

(c) the corporation is, or its directors are, accustomed or under an obligation, whether formal or informal, to act under the directions, instructions or wishes of the person in relation to the exercise of the power referred to in paragraph (a) or (b); or

4 Control of 20% of voting power in corporation having power in relation to a share

If a corporation or an associate of a corporation has, or is by this Part (other than this clause) taken to have:

a person is taken for the purposes of this Part to have in relation to the right to vote or share the same power as the corporation or associate has, or is taken to have, if:

(f) the person and an associate or associates of the person together have;

power to vote in relation to the right to vote attached to not less than 20% of the voting shares in the corporation.

5 Deemed relevant interest in advance of performance of agreement that will give rise to a relevant interest

If:

(i) has entered into an agreement with another person with respect to an issued share or right to vote in which the other person has a relevant interest; or

(ii) has a right enforceable against another person in relation to an issued share or right to vote in which the other person has a relevant interest, whether the right is enforceable presently or in the future and whether or not it is enforceable on the fulfilment of a condition; or

(iii) has an option granted by another person, or has granted to another person an option, with respect to an issued share or right to vote in which the other person has a relevant interest; and

(b) the first-mentioned person would have a relevant interest in the share or right to vote on performance of the agreement, enforcement of the right, or exercise of the option;

the first-mentioned person is taken for the purposes of this Part to have that relevant interest in the share or right to vote.

6 Control of corporation having a relevant interest by virtue of clause 5

If a corporation is taken under clause 5 to have a relevant interest in a share in or right to vote at meetings of a co-operative, a person is taken for the purposes of this Part to have a relevant interest in the share or right to vote if:

(a) the corporation is, or its directors are, accustomed or under an obligation, whether formal or informal, to act under the directions, instructions or wishes of the person in relation to the exercise of power to vote in relation to the right to vote or power to dispose of the shares; or

(c) the person has power to vote in relation to the right to vote attached to not less than 20% of the voting shares in the corporation.

7 Matters not affecting application of Part

(1) It is immaterial for the purposes of this Part whether or not power to vote in relation to a right to vote, or power to dispose of a share:

(b) is exercisable by a person alone or jointly with another person or persons; or

(2) A relevant interest in a share or right to vote is not to be disregarded merely because of either or both of the following:

8 Corporation may have a relevant interest in its own shares

A corporation may, by virtue of this Part, be considered to have a relevant interest in a share in or right to vote arising from membership of the corporation itself.

9 Exclusions – money-lenders

A relevant interest of a person in a share or right to vote is to be disregarded if:

(b) the person has authority to exercise powers as the holder of the relevant interest only because of a security given for a transaction entered into in the ordinary course of business in connection with lending money, other than a transaction entered into with an associate of the person.

10 Exclusions – certain trustees

A relevant interest of a person in a share or right to vote is to be disregarded if:

(b) the person has the relevant interest as a trustee of the trust; and

(i) a beneficiary under the trust is taken under clause 5 to have a relevant interest in the share or right because the beneficiary has a presently enforceable and unconditional right referred to in clause 5(b); or

11 Exclusions – instructions to securities dealer to dispose of share

A relevant interest of a person in a share or right to vote is to be disregarded if:

(a) the person's ordinary business includes dealing in securities; and

(b) the person has authority to exercise powers as the holder of the relevant interest only because of instructions given to the person, by or on behalf of another person, to dispose of the share on the other person's behalf in the ordinary course of the business.

12 Exclusions – honorary proxies

A relevant interest of a person in a share or right to vote is to be disregarded if the person has it only because of having been appointed, otherwise than for valuable consideration given by the person or an associate of the person, to vote as a proxy or representative at a meeting of members, or of a class of members, of a corporation.

13 Exclusions – holders of prescribed offices

A relevant interest of a person in a share or right to vote is to be disregarded if the person has it because of holding an office prescribed by the National Regulations.

14 Prescribed exclusions

The National Regulations may provide that a relevant interest in a share is, in specified circumstances and subject to specified conditions (if any), to be disregarded for the purposes of a provision of this Law.

15 Effect of Schedule

(1) Nothing in this Schedule limits the generality of anything else in it.

(2) A person does not have a relevant interest in a share of a co‑operative or a right to vote in relation to a co-operative except as provided in this Schedule.

16 Relevant interest – corporation other than co-operative

A reference in this Law (including this Schedule) to a relevant interest in a share of a corporation other than a co-operative or a right to vote in relation to a corporation other than a co-operative is to be construed under the Corporations Act.

Part 2 Associates

17 Effect of Part

(1) In this Law (unless otherwise provided), associate has a meaning determined under this Part.

(2) A person is not an associate of another person except as provided by this Part.

18 Associates of a corporation

The associates of a corporation include the following:

19 Matters relating to voting rights

(a) the extent of power to exercise, or to control the exercise of, the voting power attached to voting shares in or arising from membership of a corporation; or

(c) an offer to purchase shares to which Division 2 of Part 3.5 applies;

the reference includes a reference to another person with whom the person has entered into, or proposes to enter into, an agreement referred to in subclause (2).

(a) because of which one of the persons referred to in subclause (1) has, or will have, power (even if it is in any way qualified):

any voting power attached to shares in the corporation; or

shares in the corporation in which the other has a relevant interest; or

(d) under which one of the persons may be required to dispose of shares in the corporation in accordance with the other's directions.

(3) Subclause (1) applies despite any other effect the agreement may have.

(4) In relation to a matter relating to shares in a corporation, a person may be an associate of the corporation and the corporation may be an associate of a person.

20 General

(a) another person in concert with whom the person is acting or proposes to act; and

(b) another person who, under the National Regulations, is, for the purposes of the provision in which the reference occurs, an associate of the person; and

(c) another person with whom the person is or proposes to become associated, whether formally or informally, in any other way;

in relation to the matter to which the reference relates.

(2) If a person has entered, or proposes to enter, into a transaction, or has done, or proposes to do, an act or thing, in order to become associated with another person as referred to in an applicable provision of this Part, a reference to an associate of the person includes a reference to the other person.

21 Exclusions

A person is not an associate of another person by virtue of clause 19 or 20(1), or by virtue of clause 20(2) as it applies in relation to clause 19 or 20(1), merely because of one or more of the following:

(a) one gives advice to the other, or acts on the other's behalf, in the proper performance of the functions attaching to a professional capacity or a business relationship;

(b) one, a client, gives specific instructions to the other, whose ordinary business includes dealing in securities, to acquire shares on the client's behalf in the ordinary course of that business;

(c) one has made, or proposes to make, to the other an offer to which Division 2 of Part 3.5 applies, in relation to shares held by the other;

(d) one has appointed the other, otherwise than for valuable consideration given by the other or by an associate of the other, to vote as a proxy or representative at a meeting of members, or of a class of members, of a corporation.

Part 3 Related corporations

22 Related corporations

For the purposes of this Law, a corporation is taken to be related to:

(c) another corporation if both it and that other corporation are subsidiaries of the same corporation.