Document ID: chunk:federal_register_of_legislation:C2025C00185:section:606:p2
Version: federal_register_of_legislation:C2025C00185
Segment Type: section
Provision Reference: s 606 (pt 2/3)
Character Range: 2430991–2433553

legal or equitable interest without contravening subsection (2).
Note: A defendant bears an evidential burden in relation to the matter in subsection (2A), see subsection 13.3(3) of the Criminal Code.

50 member threshold
 (3) In determining whether the company has more than 50 members for the purposes of subsection (1) or (2), count joint holders of a particular parcel of shares as 1 person.

Offers and invitations
 (4) A person must not:
 (a) make an offer, or cause an offer to be made on their behalf, if the person would contravene subsection (1) or (2) if the offer were accepted; or
 (b) issue an invitation, or cause an invitation to be issued on their behalf, if the person would contravene subsection (1) or (2) if:
 (i) an offer were made in response to the invitation; and
 (ii) the offer were accepted.

Fault‑based offence
 (4A) A person commits an offence if the person contravenes subsection (1), (2) or (4).

Absolute liability offence
 (4B) A person commits an offence of absolute liability if the person contravenes subsection (1), (2) or (4).

Defences
 (5) It is a defence to the prosecution of a person for contravening subsection (1), (2) or (4) if the person proves that they contravened the subsection:
 (a) because of inadvertence or mistake; or
 (b) because the person was not aware of a relevant fact or occurrence.
In determining whether the defence is available, disregard the person's ignorance of, or a mistake on the person's part concerning, a matter of law.
Note: A defendant bears a legal burden in relation to a matter mentioned in subsection (5), see section 13.4 of the Criminal Code.

Extended meaning of acquiring relevant interests—conversions and increases in voting rights
 (6) A person is taken for the purposes of subsection (1) or (2) to acquire a relevant interest in voting shares in a company if:
 (a) securities in which the person already had a relevant interest become voting shares in the company; or
 (b) there is an increase in the number of votes that may be cast on a poll attached to voting shares that the person already had a relevant interest in.
The acquisition occurs when the securities become voting shares or the number of votes increases.
Note: Some examples of cases to which this subsection applies are:

                  * A person exercises a right to convert a non‑voting preference share into an ordinary share that carries votes.

                  * A person pays up partly‑paid shares with limited votes and this leads to an increase in the number of votes attached to the shares.