Document ID: chunk:federal_register_of_legislation:F2016L00322:body:0:p2
Version: federal_register_of_legislation:F2016L00322
Segment Type: other
Provision Reference: 
Character Range: 2903–5971

that, as a result of a restructure (however described) will be, at the time of conversion or exchange, both:

                     (I) an authorised NOHC or a registered NOHC for the purposes of any of those Acts; and

                     (II) the ultimate holding company of the issuer;

              in the circumstances permitted or required by prudential standards made for the purposes of any of those Acts; or

              (ii) under the terms of the security, it must or may be converted into, or exchanged for, ordinary shares in any of the entities referred to in subparagraph (i), where the proceeds from the issue of the security is to be used to acquire a regulatory capital security of a subsidiary of the issuer the terms of which satisfy subparagraph (i);

(c) if, at the time the security is issued, the conversion or exchange occurred, the ordinary shares to be issued on conversion or exchange would be in a class of continuously quoted securities.";

       (c) in the definition of underlying securities, after paragraph (a), insert:

           "(ab) in relation to regulatory capital securities—the securities that are issued on conversion or exchange of the regulatory capital securities.".

6 Offers of regulatory capital securities that are convertible or exchangeable into continuously quoted securities
    Chapter 6D of the Act applies to all persons as if section 713 were modified or varied as follows:

       (a) after paragraph (1)(a) insert:

           "(ab) regulatory capital securities; or";

       (b)  after paragraph (2)(c) insert:

           "(cb) if the securities are regulatory capital securities—the rights and liabilities attaching to:

              (i) the regulatory capital securities themselves; and

              (ii) the notional underlying securities; and";

       (c)  after subsection (2) insert:
       "Issuer of notional underlying securities must consent to statements
           (2A) To avoid doubt, and without limiting subsection 716(2), if the securities are regulatory capital securities, and the body that is to issue those securities is not the body that is to issue the notional underlying securities:
              (a) the body that is to issue the notional underlying securities must consent to all statements in the prospectus about the notional underlying securities and the body; and
              (b) the prospectus must state that that body has given this consent; and
              (c) that body must not have withdrawn this consent before the prospectus is lodged with ASIC.";

       (d)  after subsection (7) insert:

       "Third party acquisition scenarios

           (8) This section does not apply in relation to an offer of  regulatory capital securities if, under the terms of the securities, they must or may be converted into, or exchanged for, ordinary shares in an entity (including an entity that, at the time the securities are issued, does not exist) that, as a result of a restructure (however described) initiated by persons other than the directors of the issuer