Document ID: chunk:federal_register_of_legislation:C2025C00029:section:2:p10
Version: federal_register_of_legislation:C2025C00029
Segment Type: section
Provision Reference: s 2 (pt 10/59)
Character Range: 2557837–2560532

voting shares that it owns in the original entity, and that company or members of the group becoming the owner of 80% or more of those shares; and
 (b) be one in which at least all owners of *voting shares in the original entity (except a company referred to in paragraph (a)) could participate; and
 (c) be one in which participation was available on substantially the same terms for all of the owners of interests of a particular type in the original entity.
Note 1: The 80% or more requirement is satisfied if the acquiring entity ends up owning at least 80% of the voting shares in the original entity. This may include shares held before the arrangement started.
Note 2: Participation will be on substantially the same terms if, for example, matters such as those referred to in subsections 619(2) and (3) of the Corporations Act 2001 affect the capital proceeds that each participant can receive.

Conditions for arrangement—takeover bids and arrangements
 (2A) The *arrangement must:
 (a) satisfy paragraph (2)(a); and
 (b) be, be part of, or include one or more of the following:
 (i) a takeover bid (within the meaning of the Corporations Act 2001) for the original interests by the acquiring entity that is not carried out in contravention of the provisions mentioned in paragraphs 612(a) to (g) of that Act;
Note: For exemption and modification of provisions by ASIC (and review by the takeovers panel) see Part 6.10 of the Corporations Act 2001. For Court declarations excusing contraventions see section 1325D of that Act.
 (ii) a compromise or arrangement entered into by the original entity under Part 5.1 of the Corporations Act 2001, approved by order of a court made for the purposes of paragraph 411(4)(b) of that Act.

Conditions for roll‑over
 (3) The conditions are:
 (a) the original interest holder *acquired its original interest on or after 20 September 1985; and
 (b) apart from the roll‑over, it would make a *capital gain from a *CGT event happening in relation to its original interest; and
 (c) its replacement interest is in a company (the replacement entity) that is:
 (i) the company referred to in subparagraph (2)(a)(i); or
 (ii) in any other case—the *ultimate holding company of the *wholly‑owned group; and
 (d) the original interest holder chooses to obtain the roll‑over or, if section 124‑782 applies to it for the *arrangement, it and the replacement entity jointly choose to obtain the roll‑over; and
 (e) if that section applies, the original interest holder informs the replacement entity in writing of the *cost base of its original interest worked out just before a CGT event happened in relation to it; and
 (f) if an acquiring entity is a member