electricity; or

gas; or

water; or

(d) a carriage service (within the meaning of the Telecommunications Act 1997).

other than in Chapter 5 and Part 7.3B—has the same meaning as in Schedule 2; and

in Part 7.3B:

subject to subparagraph (ii)—means an external administrator (within the meaning of Schedule 2 to this Act), a receiver, manager, managing controller, receiver and manager or other controller; and

(ii) does not include a statutory manager (within the meaning of this Act) or a Banking Act statutory manager (within the meaning of the Banking Act 1959).

in Part 7.3B (crisis resolution for CS facility licensees)—has a meaning affected by subsection 833A(4); and

if the Reserve Bank is in control of the body corporate’s business under Part 7.3B—the Reserve Bank; and

each person appointed by the Reserve Bank to take control of a body corporate’s business under Part 7.3B.

section 842A, or Subdivision C of Division 9 of Part 7.3B, begins to apply to a body corporate; and

suspending dealings in a specified financial product or class of financial products; or

taking:

any actions; or

one or more specified actions;

limit the kinds of dealings that are allowed in a financial product or class of financial products; or

require participants in a market to act in a specified manner in relation to dealings in a financial product or class of financial products.

directing a market licensee under subsection 794AA(1) to do a thing mentioned in subsection 794AA(2); or

varying or revoking such a direction;

give a direction to an entity under this subsection to suspend dealings in a financial product or class of financial products; or

give some other direction to an entity under this subsection in relation to dealings in a financial product or class of financial products;

the Minister consents under paragraph 837A(1)(b) or 837B(1)(b) to a transfer in relation to a CS facility licensee; and

the Reserve Bank issues a certificate under subsection 838A(1) that the transfer is to take effect;

unless paragraph (b) of this subsection applies—a licence granted under subsection (1); or

if the licence states that it is to be taken to have been granted under subsection (2)—a licence granted under subsection (2) authorising the body corporate to operate a specified clearing and settlement facility in this jurisdiction.

the stability of the financial system in Australia; or

the continuity of clearing and settlement facility services that are critical to the functioning of the financial system in Australia.

placing the licensee, or a related body corporate that is incorporated in Australia, under statutory management; and

compulsorily transferring all or part of the shares of, or business of, the licensee, or a related body corporate that is incorporated in Australia, to another body corporate; and

directing the licensee, or a related body corporate that is incorporated in Australia, to do or refrain from doing an act or thing.

the stability of the financial system in Australia; or

the continuity of clearing and settlement facility services that are critical to the functioning of the financial system in Australia;

the licensee requests the Reserve Bank to take action and the Reserve Bank reasonably believes that an event relating to the licensee is likely to pose a threat to:

the stability of the financial system in Australia; or

the ability of the licensee to continue to provide one or more clearing and settlement facility services that are critical to the functioning of the financial system in Australia;

the licensee contravenes a direction issued under Part 7.3 by the Reserve Bank and the Reserve Bank reasonably believes that the contravention is likely to pose a threat to:

the stability of the financial system in Australia; or

the ability of the licensee to continue to provide one or more clearing and settlement facility services that are critical to the functioning of the financial system in Australia;

the licensee notifies the Reserve Bank that:

the licensee has ceased, intends to cease or is likely to cease providing one or more clearing and settlement facility services that are critical to the functioning of the financial system in Australia; or

in the absence of external support, the licensee is likely to be unable to continue to provide one or more clearing and settlement facility services in a way that causes or promotes stability in the Australian financial system; or

in the absence of external support, the licensee is likely to be unable to continue to provide one or more clearing and settlement facility services that are critical to the functioning of the financial system in Australia;

the Reserve Bank reasonably believes that, in the absence of external support, the licensee is likely to be unable to:

continue to provide one or more clearing and settlement facility services in a way that causes or promotes stability in the Australian financial system; or

continue to provide one or more clearing and settlement facility services that are critical to the functioning of the financial system in Australia;

the licensee notifies the Reserve Bank that:

the licensee’s financial viability is at risk or is likely to be at risk; or

in the absence of external support, the licensee’s financial viability is likely to be at risk;

the Reserve Bank reasonably believes that, in the absence of external support, the licensee’s financial viability is likely to be at risk;

an external administrator of the licensee has been appointed;

the licensee notifies the Reserve Bank that it is considering appointing an external administrator of the licensee;

the Reserve Bank reasonably believes that a person is seeking to have an external administrator of the licensee appointed;

an external administrator of a related body corporate of the licensee has been appointed, or a similar appointment has been made under a foreign law, and the Reserve Bank reasonably believes that the appointment is likely to pose a threat to:

the stability of the financial system in Australia; or

the ability of the licensee to continue to provide one or more clearing and settlement facility services that are critical to the functioning of the financial system in Australia;

a related body corporate of the licensee, that is incorporated in Australia, notifies the Reserve Bank that it is considering appointing an external administrator of itself and the Reserve Bank reasonably believes that the appointment is likely to pose a threat to:

the stability of the financial system in Australia; or

the ability of the licensee to continue to provide one or more clearing and settlement facility services that are critical to the functioning of the financial system in Australia;

the Reserve Bank reasonably believes that a person is seeking to have an external administrator of a related body corporate of the licensee appointed, or a person is seeking to make a similar appointment under a foreign law, and the Reserve Bank reasonably believes that the appointment is likely to pose a threat to:

the stability of the financial system in Australia; or

the ability of the licensee to continue to provide one or more clearing and settlement facility services that are critical to the functioning of the financial system in Australia;

the licensee, or a related body corporate of the licensee that is incorporated in Australia, is doing or not doing any act or thing, and the Reserve Bank reasonably believes this is likely to pose a threat to:

the stability of the financial system in Australia; or

the ability of the licensee to continue to provide one or more clearing and settlement facility services that are critical to the functioning of the financial system in Australia.

taking control of the business of the licensee as statutory manager of the licensee; and

appointing one or more persons to take control of the business of the licensee, as statutory manager of the licensee.

a statutory manager has taken control of the business of a CS facility licensee, or the Reserve Bank intends that a statutory manager will take control of the business of a CS facility licensee; and

the Reserve Bank reasonably believes that the action is appropriate to manage or respond to a condition in section 831A being satisfied in relation to the licensee.

taking control of the business of a related body corporate of the licensee, that is incorporated in Australia, as statutory manager of the related body corporate; and

appointing one or more persons to take control of the business of a related body corporate of the licensee, that is incorporated in Australia, as statutory manager of the related body corporate.

the body corporate;

if the body is under external administration—the external administrator.

the Reserve Bank has taken control of the business of a related body corporate of a CS facility licensee under paragraph 832A(4)(a) for the purpose of managing or responding to a condition in section 831A being satisfied in relation to the licensee; and

the licensee ceases being under statutory management;

the Reserve Bank appoints a statutory manager of a related body corporate of a CS facility licensee under paragraph 832A(4)(b) for the purpose of managing or responding to a condition in section 831A being satisfied in relation to the licensee; and

the licensee ceases being under statutory management;

at the time specified in the notice given under subsection 832A(5) as the time when the statutory manager takes control of the business (which must not be earlier than when the notice is given); or

if the notice given under that subsection does not specify a time as the time when the statutory manager takes control of the business—at the time the notice is given.

if the statutory manager is the Reserve Bank and the Reserve Bank decides under subsection 832B(1) to cease to be in control of the body corporate’s business:

at the time specified in the notice given under subsection 832B(2) as the time when Reserve Bank ceases to be in control of the business (which must not be earlier than when the notice is given); or

if the notice given under subsection 832B(2) does not specify a time as the time when the Reserve Bank ceases to be in control of the business—at the time the notice is given; or

if the Reserve Bank terminates the appointment of the statutory manager under subsection 832B(4):

at the time specified in the notice given to the body corporate under subsection 832B(5) as the time when the termination takes effect (which must not be earlier than when the notice is given); or

if the notice given to the body corporate under subsection 832B(5) does not specify a time as the time when the termination takes effect—at the time the notice is given.

has control of the body corporate’s business, property and affairs; and

may carry on that business and manage that property and those affairs; and

at the direction of or with the written consent of the Reserve Bank:

may terminate or dispose of all or part of that business; and

may dispose of any of that property; and

may perform any function, and exercise any power, that the body corporate or any of its officers could perform or exercise under the operating rules or procedures of a licensed CS facility of which the body corporate is the licensee; and

may perform any other function, and exercise any other power, that the body corporate or any of its officers could perform or exercise if a statutory manager were not in control of the body corporate’s business.

alter the body corporate’s constitution or other arrangements for governance other than in accordance with section 833C; or

recapitalise other than in accordance with section 833D; or

effect a transfer of all or part of the shares in the body corporate or a total or partial transfer of the business of the body corporate, other than in accordance with Division 4 (compulsory transfers).

(a) the definition of property in section 9; and

(b) PPSA retention of title property).section 51F (meaning of

remove from office a director of the body corporate;

appoint a person as such a director, whether to fill a vacancy or not;

execute a document, bring or defend proceedings, or do anything else, in the body corporate’s name and on its behalf;

whatever else is necessary for the purposes of this Part.

the performance of the statutory manager’s functions and duties under this Part in relation to the body corporate; or

the exercise of the statutory manager’s other powers under this Part in relation to the body corporate.

this Act;

the body corporate’s constitution;

any arrangement to which the body corporate is party;

any listing rules of a financial market in whose official list the body corporate is included.

increase the body corporate’s level of share capital to a level specified in the determination;

issue one or more classes of shares, or one or more specified classes of rights to acquire shares, in the body corporate, being a class or classes specified in the determination;

issue capital instruments;

acquire, cancel or sell:

shares in the body corporate; or

rights to acquire shares in the body corporate;

reduce the body corporate’s share capital;

vary or cancel rights or restrictions attached to shares in a class of shares in the body corporate.

to the persons who were members of the body just before the act; and

that:

identifies the act; and

explains the effect of the act on the members’ interests.

this Act;

the body corporate’s constitution;

any operating rules or procedures of a licensed CS facility of which the body corporate is the licensee;

any arrangement to which the body corporate is party;

any listing rules of a financial market in whose official list the body corporate is included.

attend on the statutory manager; or

give the statutory manager any information relating to the body corporate’s business, assets and other property, affairs and financial circumstances that the statutory manager reasonably believes would assist the statutory manager in performing the statutory manager’s functions, or exercising the statutory manager’s powers; or

allow the statutory manager to inspect and take copies of the body corporate’s books;

is an officer of the body corporate; or

was an officer of the body corporate:

at any time when the body corporate was under statutory management; or

any time occurring during the 3 years ending when the body corporate began to be under statutory management.

the person is a director of a body corporate; and

the body corporate is under statutory management; and

the person purports to perform or exercise a function or power of a director.

subsection (3) applies; and

there is a conflict between:

a function or power of the statutory manager of the body corporate; and

a function or power of the director in relation to the body corporate;

is valid and effectual for the purposes of this Act; and

is not liable to be set aside in a winding up of the body corporate.

both:

the statutory manager or the Reserve Bank gives written consent to the transfer; and

that consent is unconditional; or

all of the following subparagraphs apply:

the statutory manager or the Reserve Bank gives written consent to the transfer;

that consent is subject to one or more specified conditions;

those conditions have been satisfied; or

the transfer is done to give effect to an action under section 833D (recapitalisation actions) by the statutory manager; or

the transfer is done to give effect to a transfer under Division 4 (compulsory transfers).

both:

the statutory manager or the Reserve Bank gives written consent to the alteration; and

that consent is unconditional; or

all of the following subparagraphs apply:

the statutory manager or the Reserve Bank gives written consent to the alteration;

that consent is subject to one or more specified conditions;

those conditions have been satisfied; or

the alteration is done to give effect to an action under section 833D (recapitalisation actions) by the statutory manager; or

the alteration is done to give effect to a transfer under Division 4 (compulsory transfers).

to the persons who were members of the body just before the alteration; and

that:

identifies the alteration; and

explains the effect of the alteration on the members’ interests.

may give a statutory manager of a body corporate a direction relating to the control of the body corporate’s business; and

may vary such a direction.

comply with the direction; or

immediately:

request the Reserve Bank to vary the direction; and

provide the Reserve Bank with information relating to the control of the body corporate’s business that is relevant to its request.

the stability of the financial system in Australia; or

the continuity of one or more clearing and settlement facility services that are critical to the functioning of the financial system in Australia;

notify the Reserve Bank in writing as soon as practicable; and

obtain the Reserve Bank’s written consent.

a person who ceased to be the external administrator of a body corporate under subsection (1); or

a purported external administrator of the body corporate appointed in contravention of subsection (3);

the functions and powers of a statutory manager of the body corporate may be performed or exercised by any one of them, or by any 2 or more of them together, subject to any limits or conditions specified in notices given under subsection 832A(6); and

a reference in this Act to a statutory manager, or to the statutory manager, of the body corporate is a reference to whichever one or more of those statutory managers the case requires.

being in control of a body corporate’s business as statutory manager; or

having a statutory manager in control of a body corporate’s business;

was a circulating security interest when the interest arose; but

has stopped being a circulating security interest because:

(i) in the case of a PPSA security interest—the property has stopped being a circulating asset (within the meaning of the Personal Property Securities Act 2009); or

in the case of a security interest that was a floating charge when it arose—the floating charge has since become a fixed or specific charge.

property of the body corporate that is subject to a security interest; or

property (other than PPSA retention of title property) that is used or occupied by, or is in the possession of, the body corporate but of which someone else is the owner or lessor.

in the ordinary course of the body corporate’s business; or

with the written consent of the secured party, owner or lessor, as the case may be; or

at the direction of or with the written consent of the Reserve Bank.

a body corporate is under statutory management; and

property of the body corporate is subject to a security interest; and

the statutory manager disposes of the property;

property is used or occupied by, or is in the possession of, a body corporate; and

another person is the owner of the property; and

either:

the property is PPSA retention of title property; or

the property is subject to a retention of title clause under a contract; and

the owner demands the return of the property;

a body corporate is under statutory management; and

property of the body corporate is subject to a possessory security interest; and

the statutory manager of the body corporate disposes of the property by way of sale;

if the net proceeds of sale equals or exceeds the total of the debts secured by:

the possessory security interest; and

any other security interest in the property, where the debt secured by the security interest has a priority that is equal to or higher than the priority of the debt secured by the possessory security interest;

set aside so much of the net proceeds as equals the total of those debts; and

apply the amount so set aside in paying those debts; or

if the net proceeds of sale fall short of the total of the debts secured by:

the possessory security interest; and

any other security interest in the property, where the debt secured by the security interest has a priority that is equal to or higher than the priority of the debt secured by the possessory security interest;

the statutory manager must set aside the net proceeds; and

the statutory manager must apply the amount so set aside in paying those debts in order of priority, on the basis that if the amount is insufficient to fully pay debts of the same priority, they must be paid proportionately; and

if any of those debts is not fully paid—so much of the debt as remains unpaid may be recovered from the body corporate as an unsecured debt.

a body corporate is under statutory management; and

property is used or occupied by, or is in the possession of, the body; and

another person is the owner of the property; and

(d) the property is subject to a retention of title clause under a contract (the original contract); and

the statutory manager disposes of the property by way of sale;

if the net proceeds of sale equals or exceeds the total of:

so much of the purchase price, or other amount, under the original contract as remains unpaid; and

if there are one or more securities over the property—the debts secured by the securities;

set aside so much of the net proceeds as equals that total; and

apply the amount so set aside in paying that total; or

if the net proceeds of sale fall short of the total of:

so much of the purchase price, or other amount, under the original contract as remains unpaid; and

if there are one or more securities over the property—the debts secured by the securities;

the statutory manager must set aside the net proceeds; and

the statutory manager must apply the amount so set aside in paying those debts in order of priority, on the basis that if the amount is insufficient to fully pay debts of the same priority, they must be paid proportionately; and

if any of those debts is not fully paid—so much of the debt as remains unpaid may be recovered from the body as an unsecured debt.

(a) a statutory manager of a body corporate requests, or authorises someone else to request, a person or authority (the supplier) to supply an essential service to the body corporate in Australia; and

the body corporate owes an amount to the supplier in respect of supply of the essential service before the effective day;

refuse to comply with the request for the reason only that the amount is owing; or

make it a condition of the supply of the essential service pursuant to the request that the amount is to be paid.

the statutory manager;

the Reserve Bank.

a reference in those sections to the company, or to an officer of the company, included a reference to the statutory manager of the body corporate; and

a reference in those sections to an assumption referred to in section 129 included a reference to an assumption that the statutory manager is:

acting within the statutory manager’s functions and powers as statutory manager; and

in particular, is complying with this Act.

the Reserve Bank reasonably believes that the transfer is appropriate to manage or respond to a condition in section 831A being satisfied in relation to the licensee; and

the Minister consents to the transfer in writing; and

the Reserve Bank is satisfied that the board of the receiving body consents to the transfer.

the Reserve Bank has made, or intends to make, a determination under subsection (1) that there is to be a transfer of shares in a CS facility licensee to another body corporate; and

the Reserve Bank reasonably believes that the transfer to the receiving body is appropriate to manage or respond to a condition in section 831A being satisfied in relation to the licensee; and

the target body is, or before the transfer of shares from the licensee referred to in paragraph (a) of this subsection was, a related body corporate of the licensee; and

the target body is incorporated in Australia; and

the Minister consents to the transfer in writing; and

the Reserve Bank is satisfied that the board of the receiving body consents to the transfer.

particulars of the transfer, including:

the names of the target body and the receiving body; and

whether it will be a transfer of all or part of the shares; and

if it will be a transfer of part of the shares—an indication of the shares that are to be transferred; and

a statement of the reasons why the determination has been made.

the Reserve Bank reasonably believes that the transfer is appropriate to manage or respond to a condition in section 831A being satisfied in relation to the licensee; and

the Minister consents to the transfer in writing; and

the Reserve Bank is satisfied that the board of the receiving body consents to the transfer.

the Reserve Bank has made, or intends to make, a determination under subsection (1) that there is to be a total or partial transfer of business from a CS facility licensee to another body corporate; and

the Reserve Bank reasonably believes that the transfer to the receiving body is appropriate to manage or respond to a condition in section 831A being satisfied in relation to the licensee; and

the target body is, or before the transfer of business from the licensee referred to in paragraph (a) of this subsection was, a related body corporate of the licensee; and

the target body is incorporated in Australia; and

the Minister consents to the transfer in writing; and

the Reserve Bank is satisfied that the board of the receiving body consents to the transfer.

particulars of the transfer, including:

the names of the target body and the receiving body; and

whether it will be a total or a partial transfer; and

if it will be a partial transfer—an indication of the part of the target body’s business that is to be transferred; and

a statement of the reasons why the determination has been made.

circumstances that have arisen since the consent was given;

circumstances that were in existence at or before the time when the consent was given but that were not known to the receiving body’s board when it gave its consent;

any other relevant matter.

if the determination is made under section 837A—some or all of the shares that are to be transferred; or

if the determination is made under section 837B—some or all of the assets and liabilities that are to be transferred.

the statement has been agreed to by the target body and the receiving body; and

the matters specified in the statement are appropriate.

conditions to be complied with by the target body or the receiving body before a certificate of transfer is issued in relation to the transfer;

conditions to be complied with by the target body or the receiving body after a certificate of transfer has been issued or has come into force in relation to the transfer.

a condition is imposed on a body corporate under subsection (1) in relation to a transfer; and

a certificate issued under section 838A that transfer is to take effect is not in force; and

the Reserve Bank has not determined under section 837F that the transfer is not to take effect;

the Reserve Bank has made a determination under section 837A or 837B that there is to be a transfer; and

the Reserve Bank has not issued a certificate under section 838A that the transfer is to take effect; and

either:

the consent of the board of the receiving body to the transfer has been withdrawn; or

the Reserve Bank decides under subsection (2) of this section that that the transfer should not go ahead;

the Reserve Bank has made a determination under section 837A or 837B that there is to be a transfer; and

the Reserve Bank reasonably believes that the transfer should go ahead; and

the consent of the board of the receiving body to the transfer remains in force;

include the names of:

the target body; and

the receiving body; and

if the determination is made under section 837A:

state whether the transfer is a transfer of all or part of the shares; and

if the transfer is of part of the shares—include a list of the shares that are being transferred to the receiving body; and

if the determination is made under section 837B:

state whether the transfer is a total or a partial transfer; and

if the transfer is a partial transfer—include, or have attached to it, a list of the assets and liabilities that are being transferred to the receiving body; and

state when the certificate is to come into force (either by specifying a date as the date it comes into force, or by specifying that the date it comes into force is a date worked out in accordance with provisions of the certificate).

if the determination is made under section 837A—some or all of the shares that are to be transferred; or

if the determination is made under section 837B—some or all of the assets and liabilities that are to be transferred.

give a copy of the certificate to the target body and the receiving body; and

publish the notice of the issue of the certificate on its website.

if the provisions specify that particular things are to happen or are taken to be the case—those things are, by force of this subsection, taken to happen, or to be the case, in accordance with those provisions; and

if the provisions specify a mechanism for determining things that are to happen or are taken to be the case—things determined in accordance with the mechanism are, by force of this subsection, taken to happen, or to be the case, as determined in accordance with that mechanism.

if the statement specifies that particular things are to happen or are taken to be the case—those things are, by force of this subsection, taken to happen, or to be the case, in accordance with the statement; and

if the statement specifies a mechanism for determining things that are to happen or are taken to be the case—things determined in accordance with that mechanism are, by force of this subsection, taken to happen, or to be the case, as determined in accordance with that mechanism.

if the transfer is a total transfer—all the assets and liabilities of the target body, wherever those assets and liabilities are located, become assets and liabilities of the receiving body (in the same capacity as they were assets and liabilities of the target body) without any transfer, conveyance or assignment; and

if the transfer is a partial transfer—all the assets and liabilities included in the list referred to in subparagraph 838A(2)(c)(ii), wherever those assets and liabilities are located, become assets and liabilities of the receiving body (in the same capacity as they were assets and liabilities of the target body) without any transfer, conveyance or assignment; and

to the extent of the transfer, the duties, obligations, immunities, rights and privileges applying to the target body apply to the receiving body.

if the provisions specify that particular things are to happen or are taken to be the case—those things are, by force of this subsection, taken to happen, or to be the case, in accordance with those provisions; and

if the provisions specify a mechanism for determining things that are to happen or are taken to be the case—things determined in accordance with the mechanism are, by force of this subsection, taken to happen, or to be the case, as determined in accordance with that mechanism.

if the statement specifies that particular things are to happen or are taken to be the case—those things are, by force of this subsection, taken to happen, or to be the case, in accordance with the statement; and

if the statement specifies a mechanism for determining things that are to happen or are taken to be the case—things determined in accordance with that mechanism are, by force of this subsection, taken to happen, or to be the case, as determined in accordance with that mechanism.

a certificate issued under section 838A for a partial transfer of business comes into force; and

just before the partial transfer, the target body is a party to:

(i) a close-out netting contract (within the meaning of the Payment Systems and Netting Act 1998); or

a security given over financial property (within the meaning of that Act), in respect of an obligation of the target body under a close-out netting contract; or

a market netting contract (within the meaning of that Act); or

a security given over property, in respect of an obligation of the target body under a market netting contract; or

an approved netting arrangement (within the meaning of that Act); and

the partial transfer covers some (but not all) of the following assets and liabilities:

(i) the assets and liabilities the body has, under the close-out netting contract, market netting contract or approved netting arrangement, with respect to another party to the contract or arrangement (the counterparty);

those assets that are property over which security is given in respect of an obligation of the target body under the close-out netting contract or the market netting contract.

to the extent of the assets or liabilities the target body has, just before the partial transfer, under the close-out netting contract, market netting contract or approved netting arrangement, with respect to the counterparty; and

(b) if security is given over financial property (within the meaning of the Payment Systems and Netting Act 1998) in respect of an obligation of the target body under a close-out netting contract—to the extent that the assets are financial property in the possession or control of one of the following persons just before the partial transfer:

the counterparty;

another person (who is not the target body) on behalf of the counterparty, under the terms of an arrangement evidenced in writing; and

if security is given over property in respect of an obligation of the target body under a market netting contract—to the extent that the assets are that property.

if the determination is, or would be, made under section 837A:

some or all of the shares that are to be, or that may be, transferred; and

the business of the target body; or

if the determination is, or would be, made under section 837B—some or all of the business that is to be, or that may be, transferred.

(a) a body corporate (the receiving body) becomes, under this Division, the owner of land, or of an interest in land, that is situated in a State or Territory; and

there is lodged with the Registrar of Titles or other appropriate officer of the State or Territory in which the land is situated a certificate that:

is issued by the Reserve Bank; and

identifies the land or interest; and

states that the receiving body has, under this Division, become the owner of that land or interest;

register the matter in the same manner as dealings in land or interests in land of that kind are registered; and

deal with, and give effect to, the certificate.

(a) an asset (other than land or an interest in land) becomes, under this Division, an asset of a body corporate (the receiving body); and

there is lodged with the person or authority who has, under a law of the Commonwealth, a State or a Territory, responsibility for keeping a register in respect of assets of that kind a certificate that:

is issued by the Reserve Bank; and

identifies the asset; and

states that the asset has, under this Division, become an asset of the receiving body;

register the matter in the same manner as transactions in relation to assets of that kind are registered; and

deal with, and give effect to, the certificate.

other provisions of this Act; or

if the regulations prescribe provisions of one or more other Acts—those provisions of those Acts.

an asset or liability of the target body transferred under this Division; or

a share in the target body transferred under this Division;

any other law of the Commonwealth or of a State or Territory; or

any contract, deed, undertaking, agreement or other instrument.

places a body corporate or other person in breach of contract or confidence or otherwise makes any of them guilty of a civil wrong; or

places a body corporate or other person in breach of:

any law of the Commonwealth or of a State or Territory; or

any contractual provision prohibiting, restricting or regulating the assignment or transfer of any asset or liability or the disclosure of any information; or

releases any surety, wholly or partly, from all or any of the surety’s obligations.

(a) any of the provisions of the Privacy Act 1988; or

(b) any of the provisions of the Competition and Consumer Act 2010; or

(c) any of the provisions of the Fair Work Act 2009, the Fair Work (Registered Organisations) Act 2009, or the Fair Work (Transitional Provisions and Consequential Amendments) Act 2009.

the payment to a holder of shares in a target body under this Division of a purchase price for those shares;

the resolution of disputes involving a holder of shares in a target body under this Division (including the resolution of such disputes by the Federal Court);

the publication, by the Reserve Bank, the target body and the receiving body, of information relating to a transfer of shares, or proposed transfer of shares, under this Division;

the freeing of shares in a target body from any trust, liability or other encumbrance when they become shares held by a receiving body;

any matter incidental to:

a transfer of shares, or proposed transfer of shares, under this Division; or

any of the other matters mentioned in this subsection.

the payment to a target body under this Division of a purchase price for a business;

the resolution of disputes involving a target body under this Division (including the resolution of such disputes by the Federal Court);

the publication, by the Reserve Bank, a target body and a receiving body, of information relating to a transfer of business, or proposed transfer of business, under this Division;

the freeing of assets of a target body from any trust, liability or other encumbrance when they become assets of a receiving body;

any matter incidental to:

a transfer of business, or proposed transfer of business, under this Division; or

any of the other matters mentioned in this subsection.

the body corporate:

is a CS facility licensee; or

is a related body corporate of a CS facility licensee and is incorporated in Australia; or

was a related body corporate of a CS facility licensee before a transfer of business or shares under this Part and is incorporated in Australia; and

the Reserve Bank reasonably believes that the direction is appropriate to manage or respond to a condition in section 831A being satisfied in relation to the licensee.

this Act;

the body corporate’s constitution;

any operating rules or procedures of a licensed CS facility of which the body corporate is the licensee;

any arrangement to which the body corporate is party;

any listing rules of a financial market in whose official list the body corporate is included.

subsection 822D(2) (about change ceasing to have effect if ASIC not notified);

section 822E (about disallowance).

the body corporate:

is a CS facility licensee; or

is a related body corporate of a CS facility licensee that is incorporated in Australia; or

was a related body corporate of a CS facility licensee before a transfer of business or shares under this Part and is incorporated in Australia; and

the Reserve Bank reasonably believes that the information or documents would assist the Reserve Bank to manage or respond to a condition in section 831A being satisfied in relation to the licensee; and

the Reserve Bank reasonably believes that the person can give the Reserve Bank the information or documents.

must specify a reasonable time by which, or a reasonable period during which, it is to be complied with; and

may specify the form and manner in which the information or documents must be given.

no longer reasonably believes that the specified information, the specified documents or documents containing the specified information would assist the Reserve Bank to manage or respond to a condition in section 831A being satisfied in relation to the relevant CS facility licensee, including because the condition is not satisfied; or

no longer reasonably believes that the person can give the Reserve Bank the specified information, the specified documents or documents containing the specified information.

the body corporate begins to be under statutory management; or

the Reserve Bank makes a determination under section 837A that there is to be a transfer of shares in the body corporate; or

the Reserve Bank makes a determination under section 837B that there is to be a transfer of business of the body corporate; or

the Reserve Bank gives a direction to the body corporate under subsection 840A(1).

the body corporate is not under statutory management; and

for each determination (if any) the Reserve Bank has made under section 837A that there is to be a transfer of shares in the body corporate, or under section 837B that there is to be a transfer of business of the body corporate:

a certificate issued under section 838A that the transfer is to take effect is in force; or

a determination made under section 837F that the transfer is not to take effect is in force; and

no direction (if any) given to the body corporate under subsection 840A(1) remains in force.

the reason that:

the body corporate has come or is under statutory management; or

the Reserve Bank makes or has made a determination under section 837A that there is to be a transfer of shares in the body corporate; or

the Reserve Bank makes or has made a determination under section 837B that there is to be a transfer of business of the body corporate; or

the Reserve Bank gives or has given a direction to the body corporate under subsection 840A(1); or

the reason of the body corporate’s financial position; or

a reason that, in substance, is contrary to this subsection or subsection (2) of this section;

is prescribed by the regulations for the purposes of this paragraph; and

relates to:

section 842A applying, or possibly applying, to the body corporate in the future; or

the body corporate’s financial position;

starting when section 842A begins to apply to the body corporate; and

ending at the latest of the following times:

when section 842A ceases to apply to the body corporate;

if one or more orders are made under subsection (6) of this section for the body corporate as the result of an application made before section 842A ceases to apply to the body corporate—when the last made of those orders ceases to be in force.

when section 842A ceases to apply to the body corporate;

if one or more orders are made under subsection (6) of this section for the body corporate as the result of an application made before section 842A ceases to apply to the body corporate—when the last made of those orders ceases to be in force.

may order an extension of the period otherwise applying under subsection (4) or (5) of this section for the body corporate if the Court is satisfied that the extension is appropriate having regard to the interests of justice; and

before deciding an application for an order under paragraph (a) of this subsection, may grant an interim order, but must not require the applicant to give an undertaking as to damages as a condition for doing so.

is the body corporate’s financial position before the end of the stay period; or

is any of the following:

the body corporate having come or been under statutory management before the end of the stay period;

the Reserve Bank having made, before the end of the stay period, a determination under section 837A that there is to be a transfer of shares in the body corporate;

the Reserve Bank having made, before the end of the stay period, a determination under section 837B that there is to be a transfer of business of the body corporate; or

the Reserve Bank having given, before the end of the stay period, a direction to the body corporate under subsection 840A(1); or

is a reason, prescribed by the regulations for the purposes of this paragraph, relating to circumstances in existence before the end of the stay period; or

is a reason referred to in paragraph (1)(c) of this section or subsection (2).

a right under an arrangement entered into after the body corporate comes under statutory management; or

a right contained in a kind of arrangement:

prescribed by the regulations for the purposes of this subparagraph; or

declared under paragraph (2)(a) of this section; or

a right of a kind:

prescribed by the regulations for the purposes of this subparagraph; or

declared under paragraph (2)(b); or

a right of a kind declared under paragraph (2)(c), and the circumstances specified in that declaration exist.

declare kinds of arrangements referred to in a specified law of the Commonwealth; or

declare kinds of rights to which subsection 843A(1), (2) or (7) does not apply; or

declare kinds of rights to which subsection 843A(1), (2) or (7) does not apply in specified circumstances.

one or more rights of an entity cannot be enforced against a body corporate for a period because of subsection 843A(1) or (2); and

the body corporate has a right under an arrangement against the entity for a new advance of money or credit;

the body corporate is a related body corporate of the entity mentioned in paragraph (1)(a); and

exercising the right:

constitutes, or constitutes part of, default management; or

constitutes recovery action; or

constitutes a funding call on the entity.

cannot start to apply against a body corporate for certain reasons; and

can be the subject of a Court order providing that the provision can only start to apply against a body corporate with the leave of the Court, and in accordance with such terms (if any) as the Court imposes.

a reference that a right cannot be enforced (however described) as including a reference that a self-executing provision cannot start to apply; and

the words “if the right arises for that reason by express provision (however described) of an arrangement” as being omitted from subsections 843A(1) and (2); and

a reference that one or more rights are enforceable as including a reference that one or more self-executing provisions can start to apply.

for one or more reasons; and

without any party to the arrangement making a decision that the provision should start to apply.

(a) the Anti-Money Laundering and Counter-Terrorism Financing Act 2006;

(b) the Autonomous Sanctions Act 2011;

(c) the International Interests in Mobile Equipment (Cape Town Convention) Act 2013;

(d) the Payment Systems and Netting Act 1998.

the transaction was entered into at a time when section 842A applied to the body corporate; and

the transaction is:

an uncommercial transaction of the body corporate; or

an unfair preference given by the body corporate to a creditor of the body corporate; or

an insolvent transaction of the body corporate; or

a creditor-defeating disposition by the body corporate.

property of the body; or

other property used or occupied by, or in the possession of, the body, as set out in the table.

exercised:

with the Reserve Bank’s written consent; or

if the body corporate to which section 842A applies is under statutory management—with the statutory manager’s written consent; or

with the leave of the Court; or

contained in a kind of arrangement prescribed by the regulations for the purposes of this paragraph.

a body corporate’s property is subject to a possessory security interest; and

the property is in the lawful possession of the secured party;

subsections (1) and (3) of this section; and

(b) the Payment Systems and Netting Act 1998;

with the Reserve Bank’s written consent; or

with the leave of the Court and in accordance with such terms (if any) as the Court imposes.

a criminal proceeding; or

a prescribed proceeding.

with the leave of the Court; and

in accordance with such terms (if any) as the Court imposes.

a sheriff; or

the registrar or other appropriate officer of the court;

take action to sell property of the body corporate under a process of execution; or

pay to a person (other than the statutory manager (if any)):

proceeds of selling property of the body corporate (at any time) under a process of execution; or

money of the body corporate seized (at any time) under a process of execution; or

money paid (at any time) to avoid seizure or sale of property of the body corporate under a process of execution; or

take action in relation to the attachment of a debt due to the body corporate; or

pay to a person (other than the statutory manager (if any)) money received because of the attachment of such a debt.

deliver to the statutory manager any property of the body corporate that is in the court officer’s possession under a process of execution (whenever begun); and

pay to the statutory manager all proceeds or money of a kind referred to in paragraph (2)(b) or (d) that:

are in the court officer’s possession; or

have been paid into the court and have not since been paid out.

the body corporate; or

a creditor of the body corporate; or

a statutory manager of the body corporate; or

the Reserve Bank; or

any other interested person.

protecting the stability of the financial system in Australia; or

if the licensee is incorporated in Australia—ensuring the continuity of one or more clearing and settlement facility services provided by the licensee that are critical to the functioning of the financial system in Australia.

the Reserve Bank reasonably believes that the authority:

is exercising; or

intends to exercise; or

is considering exercising;

the request is for the Reserve Bank to exercise powers under this Part to assist the authority to manage or respond to the event.

the authority terminates or withdraws the request; or

the Reserve Bank no longer reasonably believes that the authority:

is exercising; or

intends to exercise; or

is considering exercising;

a reference in this Part to managing or responding to a condition in section 831A being satisfied in relation to a CS facility licensee were a reference to responding to the request mentioned in subsection (2) of this section in relation to the overseas licensee; and

a reference in this Part to a condition in section 831A not being satisfied in relation to a CS facility licensee were a reference to the instrument made under subsection (2) of this section in relation to the overseas licensee having been revoked.

Division 3 (statutory management); or

section 837A (compulsory transfer of shares); or

Division 7 (funding for crisis resolution); or

section 849AA (winding up).

the information is:

information that reveals the fact that a specified direction given to a body corporate under subsection 840A(1) was given; or

information that is, or is contained in a specified document, given to a body corporate covered by subsection (2) of this section by the Reserve Bank in the exercise of a power or the performance of a function under this Part; and

the Reserve Bank reasonably believes that the determination is appropriate to manage or respond to a condition in section 831A being satisfied in relation to a CS facility licensee.

is a CS facility licensee; or

is a related body corporate of a CS facility licensee; or

was a related body corporate of a CS facility licensee before a transfer of business or shares under this Part; or

is a body corporate to which information has been provided under section 839B in relation to a transfer.

take reasonable steps to discover who is covered by paragraphs 848C(2)(a) and (b) in relation to the information specified in the determination; and

if it is practicable to do so—give a copy of the determination to each person who the body corporate believes to be so covered.

if it is practical to do so—give a copy of the variation or revocation to each person to whom the body corporate gave:

a copy of the determination under paragraph 848A(4)(b); or

a copy of an earlier variation of the determination (if any) under this paragraph; or

a copy of the determination as previously varied (if applicable) under paragraph (b) of this subsection; and

in the case of a variation that results in additional information being specified in the determination:

take reasonable steps to discover who is covered by paragraphs 848C(2)(a) and (b) in relation to the additional information (and is not covered by paragraph (a) of this subsection); and

if it is practicable to do so—give a copy of the determination, as varied, to each person who the body corporate believes to be so covered.

the information is covered by a determination made under subsection 848A(1); and

the person is, or has been, covered by subsection (2) of this section in relation to the information.

the body corporate to which the determination made under subsection 848A(1) relates; or

at or after the time when the Reserve Bank gave the direction or information:

an officer; or

an employee; or

a contractor; or

a statutory manager (other than the Reserve Bank);

any other person who, because of their employment, or in the course of that employment, has acquired the information covered by the determination.

the disclosure is authorised by section 848D, 848E, 848F, 848G, 848H, 848J or 848K; or

the disclosure is required by an order or direction of a court or tribunal.

a determination made under subsection (2) or (4) of this section allows the disclosure by the person; and

if the Reserve Bank has included conditions in the determination—those conditions are satisfied.

a specified person covered by subsection 848C(2) in relation to specified information; or

a specified person covered by subsection 848C(2) in relation to information that is in a specified class of information;

the body corporate to which the determination made under subsection 848A(1) relates; and

the person specified, or each person specified, in the determination.

a specified class of persons covered by subsection 848C(2) in relation to specified information; or

a specified class of persons covered by subsection 848C(2) in relation to information that is in a specified class of information;

give a copy of the determination to the body corporate to which the determination made under subsection 848A(1) relates; and

take reasonable steps to discover who is in the class of persons specified in the determination; and

if it is practicable to do so—give a copy of the determination to each person who the Reserve Bank believes to be in that class.

the kind of entities to which the disclosure may be made;

the way in which the disclosure is to be made;

any other matter that the Reserve Bank considers appropriate.

the direction; or

a decision made in relation to the direction.

the disclosure is to the person’s lawyer; and

the purpose of the person making the disclosure is for the lawyer to provide legal advice, or another legal service, in relation to the direction.

the person is:

(i) an officer (Reserve Bank Act 1959); orwithin the meaning of subsection 79A(1) of the

(ii) a Commonwealth officer (within the meaning of the Crimes Act 1914) who acquired the information because of, or in the course of, the Commonwealth officer’s employment (other than employment with the body corporate to which the relevant determination made under subsection 848A(1) of this Act relates); and

(b) the information is protected information ( Reserve Bank Act 1959); andwithin the meaning of subsection 79A(1) of the

(c) the disclosure is not prohibited under subsection 79A(2) of the Reserve Bank Act 1959.

(a) treat a reference in the definition of protected information in subsection 79A(1) of the Reserve Bank Act 1959 to information disclosed or obtained in the course of, or for the purposes of, the performance or exercise of the functions or powers of the Reserve Bank under this Part as including a reference to information referred to in paragraph 848A(1)(a) of this Act; and

(b) subparagraph (e)(i) of the definition of officer in subsection 79A(1) of the Reserve Bank Act 1959 applies, in relation to information that is protected information only because of paragraph (a) of this subsection, as if the reference in paragraph (e) of that definition to employment or engagement were a reference to employment or engagement:

with the Reserve Bank; or

for the purposes of assisting the Reserve Bank in the performance or exercise of its functions or powers; and

(c) treat a reference in subsection 79A(2) of the Reserve Bank Act 1959 to a person who is or has been an officer as including a reference to a person to whom subparagraph (1)(a)(ii) of this section applies.

the person is:

a member of ASIC; or

an ASIC staff member; or

(iii) a Commonwealth officer (within the meaning of the Crimes Act 1914) who acquired the information because of, or in the course of, the Commonwealth officer’s employment as a Commonwealth officer (other than employment with the body corporate to which the relevant determination made under subsection 848A(1) of this Act relates); and

the information is protected information (within the meaning of subsection 127(9) of the ASIC Act); and

the disclosure is authorised use and disclosure of the information for the purposes of subsection 127(1) of that Act.

another person covered by subsection 848C(2) in relation to the information disclosed the information to the relevant person for a particular purpose in accordance with section 848E, 848F, 848G, 848H or 848J, or in accordance with a previous operation of this section; and

the disclosure by the relevant person is for the same purpose.

a condition in section 831A is satisfied in relation to a CS facility licensee; and

the body corporate:

is the CS facility licensee; or

is a related body corporate of the CS facility licensee and is incorporated in Australia; or

was a related body corporate of the CS facility licensee before a transfer of business or shares under this Part and is incorporated in Australia; and

the Reserve Bank considers that the body corporate is insolvent and could not be restored to solvency within a reasonable period.

making a market integrity rule or CS facility rule (including a rule amending or revoking another market integrity rule or CS facility rule); or

giving or varying a direction under subsection 794AA(1), 794AB(1), 798JB(1) or 798JC(1);

the body corporate:

is a CS facility licensee; or

is a related body corporate of a CS facility licensee and is incorporated in Australia; and

a declaration under subsection (2) is in force in relation to the licensee.

to take either or both of the actions in subsection 832A(2) in relation to the CS facility licensee; or

to make a determination under section 837A that there is to be a transfer of shares in the CS facility licensee; or

to make a determination under section 837B that there is to be a transfer of business of the CS facility licensee; or

to give a direction to the CS facility licensee under subsection 840A(1).

the licensee begins to be under statutory management; or

the Reserve Bank makes the determination mentioned in paragraph (2)(b) or (c); or

the Reserve Bank gives the direction mentioned in paragraph (2)(d); or

the Reserve Bank ceases intending to do the things mentioned paragraphs (2)(a) to (d).

an arrangement; or

an obligation under an arrangement;

by express provision (however described) of an arrangement; or

because of anything done in accordance with a direction given under section 823F;

a right that is exercisable only in particular circumstances (other than circumstances relating to the manner in which the right is exercised, such as a requirement relating to giving notice about exercising the right); or

a right:

under an arrangement entered into after this Subdivision begins to apply to the body corporate; or

that arises because of anything done in accordance with a direction given, after this Subdivision begins to apply to the body corporate, under section 823F; or

a right contained in a kind of arrangement:

prescribed by the regulations for the purposes of this subparagraph; or

declared under paragraph (3)(a) of this section; or

a right of a kind:

prescribed by the regulations for the purposes of this subparagraph; or

declared under paragraph (3)(b); or

a right of a kind declared under paragraph (3)(c), and the circumstances specified in that declaration exist.

declare kinds of arrangements referred to in a specified law of the Commonwealth; or

declare kinds of rights to which subsection (1) does not apply; or

declare kinds of rights to which subsection (1) does not apply in specified circumstances.

the Reserve Bank; or

if a liquidator of the body corporate is appointed after this Subdivision ceases to apply to the body corporate—the liquidator;

cannot start to apply for certain reasons; and

can be the subject of a Court order providing that the provision can only start to apply with the leave of the Court, and in accordance with such terms (if any) as the Court imposes.

an arrangement; or

an obligation under an arrangement.

a reference that a right cannot be exercised as including a reference that a self-executing provision cannot start to apply; and

a reference that one or more rights are exercisable as including a reference that one or more self-executing provisions can start to apply.

can start to apply automatically:

for one or more reasons; and

without any party to the arrangement making a decision that the provision should start to apply; and

terminates:

an arrangement; or

an obligation under an arrangement.

(a) the Anti-Money Laundering and Counter-Terrorism Financing Act 2006;

(b) the Autonomous Sanctions Act 2011;

(c) the International Interests in Mobile Equipment (Cape Town Convention) Act 2013;

(d) the Payment Systems and Netting Act 1998.

the transaction was entered into at a time when this Subdivision applied to the body corporate; and

the transaction is:

an uncommercial transaction of the body corporate; or

an unfair preference given by the body corporate to a creditor of the body corporate; or

an insolvent transaction of the body corporate; or

a creditor-defeating disposition by the body corporate.

the body corporate; or

a creditor of the body corporate; or

a statutory manager of the body corporate; or

the Reserve Bank; or

any other interested person.

making market integrity rules or CS facility rules that the body corporate must comply with, other than a rule the Reserve Bank requests ASIC to make under subsection 849AB(1);

giving a direction under section 794A, 794D, 794E, 798J, 823A or 823D to the body corporate;

varying a direction mentioned in paragraph (b) of this subsection;

an action prescribed by the regulations for the purposes of this paragraph in relation to the body corporate.

the body corporate is under statutory management; or

all of the following subparagraphs apply:

the Reserve Bank has made a determination under section 837A that there is to be a transfer of shares in the body corporate;

a certificate issued under section 838A that the transfer is to take effect has not come into force;

the Reserve Bank has not determined under section 837F that the transfer is not to take effect; or

all of the following subparagraphs apply:

the Reserve Bank has made a determination under section 837B that there is to be a transfer of business of the body corporate;

a certificate issued under section 838A that the transfer is to take effect has not come into force;

the Reserve Bank has not determined under section 837F that the transfer is not to take effect; or

a direction given to the body corporate by the Reserve Bank under subsection 840A(1) is in force; or

the body corporate is:

a related body corporate of a CS facility licensee to which paragraph (a), (b), (c) or (d) of this subsection applies; or

a market licensee that has clearing and settlement arrangements with a CS facility licensee to which paragraph (a), (b), (c) or (d) applies for the clearing and settlement of transactions through a clearing and settlement facility operated by the CS facility licensee.

ASIC has asked the Reserve Bank whether the Reserve Bank, for the purposes of subsection (1), does not object to an action; and

the Reserve Bank has not, by written notice given to ASIC, informed ASIC that the Reserve Bank does not object to the action;

a statutory manager of a body corporate proposes to:

take action under subsection 833D(1) (recapitalisation actions); or

otherwise take action on behalf of the body corporate to dispose of a business of the body corporate; or

otherwise take action on behalf of the body corporate to acquire or dispose of an asset (excluding an action to be taken in the ordinary course of the body corporate’s business); or

the Reserve Bank proposes to make:

a determination under section 837A that there is to be a transfer of shares in the body corporate; or

a determination under section 837B that there is to be a transfer of business of the body corporate; or

the Reserve Bank proposes to direct a body corporate under subsection 840A(1):

to recapitalise; or

to take other action to dispose of a business of the body corporate; or

to take other action to acquire or dispose of an asset (excluding an action to be taken in the ordinary course of the body corporate’s business);

if the action is an action referred to in paragraph (1)(a) or (c)—the fair value of the business or asset concerned; or

if the action is an action referred to in paragraph (1)(b)—the fair value of the business, part of the business or shares to be transferred.

the body corporate; or

if the action is to be taken by a statutory manager (other than the Reserve Bank)—the statutory manager.

the stability of the financial system in Australia; or

the continuity of one or more clearing and settlement facility services that are critical to the functioning of the financial system in Australia.

Australian law; or

foreign law, including the law of part of a foreign country.

deny any obligation under the arrangement;

accelerate any debt under the arrangement;

terminate or close out:

the arrangement; or

any transaction relating to the arrangement;

enforce any security under the arrangement.

the protected body corporate being subject to the exercise of a power under this Part by the Reserve Bank;

a body corporate to which subsection (4) applies being subject to the exercise of a power under this Part by the Reserve Bank;

if section 842A applies to a body corporate to which subsection (4) of this section applies—the financial position of:

that body corporate; or

any other body corporate to which that subsection applies.

a related body corporate of the protected body corporate; or

a body corporate that was a related body corporate of the protected body corporate before a transfer of business or shares under this Part.

subsections (1) to (4) of this section; and

(b) the Payment Systems and Netting Act 1998;

the person does the thing, or omits to do the thing, for the purpose of any of the following:

complying with a direction or determination given under this Part by the Reserve Bank;

taking a measure, or an action, specified in such a direction or determination;

doing, or refraining from doing, anything in accordance with such a direction or determination; and

it is reasonable for the person to do the thing, or to omit to do the thing, in order to achieve that purpose; and

the person is any of the following:

an officer or senior manager of the body corporate, or of a related body corporate or of a body corporate that was a related body corporate of a CS facility licensee before a transfer of business or shares under this Part;

an employee or agent of the body corporate, or of a related body corporate or of a body corporate that was a related body corporate of a CS facility licensee before a transfer of business or shares under this Part;

the body corporate, a related body corporate or a body corporate that was a related body corporate of a CS facility licensee before a transfer of business or shares under this Part;

a person engaged to provide services (including advice) to the body corporate, a related body corporate, or a body corporate that was a related body corporate of a CS facility licensee before a transfer of business or shares under this Part.

a duty owed under Part 2D.1; or

a duty at common law or in equity that is equivalent to a duty owed under that Part;

apart from this section, the operation of this Part would result in an acquisition of property from a person otherwise than on just terms; and

the acquisition would be invalid because of paragraph 51(xxxi) of the Constitution;

is commenced under this section; and

arises out of the same event or transaction.

a decision by ASIC:

to give a direction under subsection 794AA(1); or

to vary a direction under subsection 794AB(1); or

to revoke a direction under subsection 794AB(2); or

a decision by ASIC:

to give a direction under subsection 798JB(1); or

to vary a direction under subsection 798JC(1); or

to revoke a direction under subsection 798JC(2); or

a decision by the Minister to grant a CS facility license under subsection 824B(3); or

a decision under Part 7.3B; or

increases the body corporate’s level of share capital; or

issues one or more classes of shares, or one or more classes of rights to acquire shares, in the body corporate; or

issues capital instruments; or

acquires, cancels or sells:

shares in the body corporate; or

rights to acquire shares in the body corporate; or

reduces the body corporate’s share capital; or

varies or cancels rights or restrictions attached to shares in a class of shares in the body corporate.

the licensee has failed to comply with one or more standards in force under section 827D or 827DA, or is likely to fail to comply with such standards; or

the licensee may no longer be able to meet, or has breached, its obligation under paragraph 821A(1)(ab); or

the licensee has ceased, intends to cease or is likely to cease providing one or more clearing and settlement facility services that are critical to the functioning of the financial system in Australia; or

in the absence of external support, the licensee is likely to be unable to continue to provide one or more clearing and settlement facility services that are critical to the functioning of the financial system in Australia; or

the licensee’s financial viability is at risk or is likely to be at risk; or

in the absence of external support, the licensee’s financial viability is likely to be at risk; or

an event treated, under the facility’s operating rules, as a default event occurs, or is likely to occur, in relation to a participant in the CS facility.

is a CS facility licensee; or

is a related body corporate of a CS facility licensee and is incorporated in Australia;

the body corporate forms an intention to enter into a transaction to recapitalise; or

the board of the body corporate agrees to a plan to restructure the body corporate.

is incorporated in Australia; and

purports to do either of the following acts:

enter into a transaction to which paragraph (1)(c) applies;

an act that is part of implementing a plan to which paragraph (1)(d) applies; and

contravenes subsection (1) in relation to that transaction or plan;

is a CS facility licensee; or

is a related body corporate of a CS facility licensee and is incorporated in Australia;

relate to:

risk management; or

the licensee’s ability to continue to provide one or more clearing and settlement facility services; and

are circumstances to which subsection (2) applies.

the solvency of the body corporate;

voting power in the body corporate (but see subsections (3) and (4));

the structure of the body corporate;

the structure of the group (if any) consisting of:

the body corporate; and

each related body corporate of the body corporate;

the provision of one or more clearing and settlement facility services that are critical to the functioning of the financial system in Australia.

a related body corporate of a CS facility licensee; and

a listed entity.

before the change, a particular person held:

no voting power in the body corporate; or

less than 20% of the voting power in the body corporate; and

after the change, the person holds at least 20% of that voting power.

is a CS facility licensee; or

is a related body corporate of a CS facility licensee and is incorporated in Australia;

the body corporate is incorporated in Australia; and

a purported external administrator of the body corporate, appointed in contravention of subsection (3), purports to act in relation to the body corporate’s business;

at a time while this section prevents the appointment of an external administrator; and

in the ordinary course of the body corporate’s business, or with the written consent of the Reserve Bank or by order of the Court.

is a CS facility licensee; or

is a related body corporate of a CS facility licensee and is incorporated in Australia;

the application; or

other matters relating to the winding-up, or proposed winding up, of the body corporate; or

the affairs of the body corporate.

how well a CS facility licensee is complying with standards determined under section 827D or 827DA; or

how well a related body corporate of a CS facility licensee is complying with standards determined under section 827DA.

CS facility licensees; and

related bodies corporate of CS facility licensees, being related bodies corporate that are incorporated in Australia;

both:

all CS facility licensees; and

all related bodies corporate of those licensees, being related bodies corporate that are incorporated in Australia; or

a specified class of those bodies corporate in the case of a standard that is expressed to apply only in relation to that class.

the bodies corporate that will be required to comply with the standard; and

ASIC.

comes into force:

unless subparagraph (ii) applies—on the day on which the determination of the standard is made; or

if that determination specifies a later day as the day on which the standard comes into force—on the day so specified; and

continues in force until it is revoked.

the CS facility licensees that will be required to comply with the standard if it is varied as proposed; and

ASIC.

the standards made under section 827D;

the derivative transaction rules;

the derivative trade repository rules;

the CS services rules;

the CS facility rules;

the Reserve Bank; or

a decision of the Reserve Bank to determine standards under section 827DA, or to vary or revoke such a standard; or

a statutory manager of a body corporate;

(daa) a statutory manager takes control of the person’s business under the Corporations Act 2001; or

(iiic) Corporations Act 2001 begins to apply to a body corporate;Division 6, or Subdivision C of Division 9, of Part 7.3B of the

(iib) in the case of a body corporate to which subparagraph (a)(iiic) applies—when the body corporate begins to be under statutory management under Corporations Act 2001;Part 7.3B of the

(ba) a statutory manager of a body corporate under Corporations Act 2001; orPart 7.3B of the

if the licence was granted under subsection 824B(1) (domestic clearing and settlement facilities)—be registered under Chapter 2A; and

the licensee ceases to carry on the business of operating the financial market to which the licence relates; or

both of the following subparagraphs apply:

it has been at least 12 months since ASIC granted the licence;

during the last 12 months, there has been no acceptance of any offers made through the market to acquire or dispose of financial products; or

all of the following subparagraphs apply:

it has been at least 12 months since ASIC granted the licence;

the licence is subject to a condition specifying that the licensee is authorised to engage in specified conduct or activity that constitutes operating the market;

during the last 12 months, the licensee has not engaged in any such specified conduct or activity; or

an application has been made under section 601AA to deregister the licensee as a company; or

ASIC has decided under section 601AB to deregister the licensee as a company; or

there is a change to the regulatory regime applying in relation to the financial market to which the licence relates in that country and, because of that change, ASIC is no longer satisfied of the matters in paragraph 795B(2)(c); or

the cooperation (including information sharing) between ASIC and the authority or authorities responsible for supervising the operation of that market in that country has materially deteriorated or is otherwise inadequate; or

the licensee ceases to carry on the business of operating the facility to which the licence relates; or

both of the following subparagraphs apply:

it has been at least 12 months since ASIC granted the licence;

during the last 12 months, the licensee has not provided the facility’s services; or

all of the following subparagraphs apply:

it has been at least 12 months since ASIC granted the licence;

the licence is subject to a condition specifying that the licensee is authorised to engage in specified conduct or activity that constitutes operating the facility;

during the last 12 months, the licensee has not engaged in any such specified conduct or activity; or

in the case of a licence granted under subsection 824B(2) (overseas clearing and settlement facilities)—the licensee ceases to be registered under Division 2 of Part 5B.2; or

an application has been made under section 601AA to deregister the licensee as a company; or

ASIC has decided under section 601AB to deregister the licensee as a company; or

there is a change to the regulatory regime applying in relation to the facility to which the licence relates in that country and, because of that change, ASIC is no longer satisfied of the matters in paragraph 824B(2)(c); or

the cooperation (including information sharing) between ASIC or the Reserve Bank and the authority or authorities responsible for supervising the operation of that facility in that country has materially deteriorated or is otherwise inadequate; or

the licensee ceases to carry on the business of operating the repository to which the licence relates; or

both of the following subparagraphs apply:

it has been at least 12 months since ASIC granted the licence;

during the last 12 months, the licensee has not provided the repository’s services to which the licence relates; or

all of the following subparagraphs apply:

it has been at least 12 months since ASIC granted the licence;

the licence is subject to a condition specifying that the licensee is authorised to engage in specified conduct or activity that constitutes operating that repository;

during the last 12 months, the licensee has not engaged in any such specified conduct or activity; or

an application has been made under section 601AA to deregister the licensee as a company; or

ASIC has decided under section 601AB to deregister the licensee as a company; or

both of the following subparagraphs apply:

it has been at least 12 months since ASIC granted the licence;

during the last 12 months, the licensee has not administered the financial benchmark specified in the licence; or

all of the following subparagraphs apply:

it has been at least 12 months since ASIC granted the licence;

the licence is subject to a condition specifying that the licensee is authorised to engage in specified conduct or activity that constitutes administering that financial benchmark;

during the last 12 months, the licensee has not engaged in any such specified conduct or activity; or

an application has been made under section 601AA to deregister the licensee as a company; or

ASIC has decided under section 601AB to deregister the licensee as a company; or

a decision by ASIC under subsection 9D(2) to declare a financial market; or

is:

a market licensee or the holding company of such a licensee; or

a CS facility licensee or the holding company of such a licensee; and

is declared under subsection (3).

if the body is a market licensee or the holding company of such a licensee—the financial market to which the licence relates is of national significance; or

if the body is a CS facility licensee or the holding company of such a licensee—the clearing and settlement facility to which the licence relates is of national significance.

the significance to the national economy of the operation of the market or the facility; and

the size and importance of the market or the facility:

in the context of the Australian financial products and services industry; and

relative to other financial markets on which similar financial products are dealt, or other clearing and settlement facilities providing similar services, in Australia; and

the degree of, or potential for, competition within the market or the facility; and

any other matters that ASIC considers relevant.

the Minister has approved it in writing; and

if the proposed declaration relates to a body corporate mentioned in subparagraph (2)(a)(ii)—ASIC has consulted the Reserve Bank about it.

a person holds a particular percentage of voting power in the body; and

the holding of that particular percentage by the person would (apart from this section) constitute an unacceptable control situation in relation to the body and in relation to the person;

a decision by ASIC under subsection 850A(3) to declare a body corporate; or

registered under Chapter 2A; and

any of the following:

a market licensee;

a CS facility licensee;

a derivative trade repository licensee;

a benchmark administrator licensee;

the holding company of a licensee mentioned in any of subparagraphs (i) to (iv); and

not a widely held market body.

unless paragraph (b) applies—20%; or

if an approval of a higher percentage is in force under Subdivision C for the body and the person—that higher percentage.

if the body is a licensee mentioned in any of subparagraphs 852DA(2)(b)(i) to (iv)—the body’s ability to meet one or more of its obligations as such a licensee under this Act; or

if the body is the holding company of a licensee mentioned in any of subparagraphs 852DA(2)(b)(i) to (iv)—the licensee’s ability to meet one or more of its obligations as such a licensee under this Act.

the person acquires, or the person with one or more other persons under an arrangement acquire, shares in a body corporate; and

the acquisition has the result that:

an unacceptable control situation comes into existence in relation to a controlled Australian financial body and a person; or

(ii) if an unacceptable control situation already exists in relation to a controlled Australian financial body and a person (the controller)—there is an increase in the voting power of the controller in the controlled Australian financial body.

the Federal Court;

the Federal Circuit and Family Court of Australia (Division 2);

a court of a State or Territory that has jurisdiction in relation to the matter.

ASIC; or

the body; or

a person who has any voting power in the body.

an order directing the disposal of shares; or

an order restraining the exercise of any rights attached to shares; or

an order prohibiting or deferring the payment of any sums due to a person in respect of shares held by the person; or

an order that any exercise of rights attached to shares be disregarded; or

an order directing any person to do or refrain from doing a specified act, for the purpose of securing compliance with any other order made under this section; or

an order containing such ancillary or consequential provisions as the court thinks just.

be given to such persons as the court thinks fit; or

be published in such manner as the court thinks fit.

rescind, vary or discharge an order made by the court under this section; or

suspend the operation of such an order.

the percentage of voting power (if any) the person currently has in the body; and

the percentage of voting power the person is seeking approval to have in the body; and

the period (whether indefinite or not) the person is seeking the approval for; and

the person’s reasons for making the application.

ASIC is satisfied the specified percentage is the highest percentage (up to that sought by the applicant) of voting power in the body for which the applicant passes the legitimate control test; and

ASIC believes relevant information in the application, or later provided by the applicant, to be correct.

for a specified period, which may be extended under section 852DK; or

indefinitely from a specified day;

a person has an approval under subsection 852DH(1) to have a specified percentage of voting power in a controlled Australian financial body; and

the approval is in force for a specified period (including an extended period from a previous operation of this section);

the extended period the person is seeking (which could be an indefinite period); and

the person’s reasons for making the application.

ASIC is satisfied the specified percentage remains the highest percentage (up to that originally sought by the applicant) of voting power in the body for which the applicant passes the legitimate control test; and

ASIC believes relevant information in the application, or later provided by the applicant, to be correct.

is in force for the extended period, which may be further extended under this section; and

may be varied under section 852DM or revoked under section 852DN.

impose one or more conditions or further conditions to which the approval is subject; or

vary or revoke any condition:

imposed under paragraph (a); or

specified in the notice of approval.

on ASIC’s own initiative; or

on application by the person who holds the approval under subsection 852DH(1).

in a controlled Australian financial body; and

(b) for a specified period or indefinitely (the current approved duration);

the percentage of voting power the person currently has in the body; and

the percentage of voting power the person is seeking approval to have in the body; and

the person’s reasons for making the application.

ASIC is satisfied the new specified percentage is the highest percentage (up to that sought by the applicant and greater than the current approved percentage) of voting power in the body for which the applicant passes the legitimate control test; and

ASIC believes relevant information in the application, or later provided by the applicant, to be correct.

vary the current approved percentage to a new specified percentage of voting power in the body for the current approved duration; or

(b) vary the current approved duration to a new specified period or an indefinite period (the new specified duration) for the current approved percentage of voting power in the body; or

(c) vary both the current approved percentage and the current approved duration to a new specified percentage of voting power in the body for a new specified period or an indefinite period (also the new specified duration).

the current approved percentage to a lower new specified percentage;

the current approved duration to a shorter new specified duration;

the variation takes effect on the day specified in the notice of variation; and

the specified day must be at least 90 days after the day on which the notice is given under subsection (4).

varies under subsection (3) the current approved percentage; or

varies under subsection (4) the current approved percentage or the current approved duration other than as described in subsection (6);

the person no longer passes the legitimate control test for the specified percentage of voting power in the body; or

an unacceptable control situation exists in relation to the body and the person; or

there has been a contravention of a condition to which the approval is subject; or

information contained in an application given by the person under this Subdivision was incorrect and the person did not give ASIC the correct information before the application was decided.

by written notice given to the applicant, request the applicant to give ASIC, within a period specified in the notice, further information about the application; and

refuse to consider the application until the applicant gives ASIC the information.

is incorrect; or

ceases to be correct after the application is made;

ASIC may, by written notice given to the applicant, extend the period by up to 30 days; and

if ASIC does so, this section has effect as if references to the period mentioned in subsection (1) were references to the period as so extended.

the period:

starting on the day ASIC gives the applicant a notice under section 852DP requesting information about the application; and

ending on the day the applicant gives ASIC all of the information requested under, or ASIC otherwise disposes of, the notice; and

any day on which ASIC believes relevant information currently before ASIC, that was provided by the applicant in relation to the application, is incorrect.

ASIC is taken to have granted whatever was applied for on the day after the end of that period; and

as soon as practicable afterwards, ASIC must give a notice to that effect to:

the applicant; and

the controlled Australian financial body concerned.

the order would result in the acquisition of property from a person otherwise than on just terms; and

the order would be invalid because of paragraph 51(xxxi) of the Constitution.

one or more persons enter into, begin to carry out or carry out a scheme; and

it would be concluded that the person, or any of the persons, who:

entered into; or

began to carry out; or

carried out;

(c) as a result of the scheme or a part of the scheme, a person (the controller) increases (including from a starting point of nil) the controller’s voting power in a controlled Australian financial body;

that the person is exempt from the operation of this Part; or

a particular financial market; or

a particular person;

unconditionally or subject to specified conditions; and

(b) for a specified period or indefinitely (the exemption duration).

vary an exemption given under subsection (1) to:

impose conditions, or additional conditions, on the exemption; or

vary or revoke any of the conditions on the exemption; or

extend or shorten the exemption duration (including as affected by any variation from a previous operation of this subparagraph); or

revoke an exemption given under subsection (1).

if paragraph (1)(a) applies to the exemption—the operator of the financial market covered by the exemption; or

if paragraph (1)(b) applies to the exemption—the person covered by the exemption.

a class of financial markets; or

a class of persons;

unconditionally or subject to specified conditions; and

(b) for a specified period or indefinitely (the exemption duration).

vary an exemption given under subsection (7) to:

impose conditions, or additional conditions, on the exemption; or

vary or revoke any of the conditions on the exemption; or

extend or shorten the exemption duration (including as affected by any variation from a previous operation of this subparagraph); or

revoke an exemption given under subsection (7).

giving notice, and an opportunity to make submissions on the proposed action, to:

if paragraph (7)(a) applies to the exemption—the operator of each financial market known by ASIC to be covered by the exemption; or

if paragraph (7)(b) applies to the exemption—each person known by ASIC to be covered by the exemption; and

both:

a notice has been published on ASIC’s website allowing a reasonable period within which the operator of each financial market covered by the exemption, or each person covered by the exemption, (as applicable) may make submissions on the proposed action; and

that period has ended.

a particular clearing and settlement facility; or

a particular person;

unconditionally or subject to specified conditions; and

(b) for a specified period or indefinitely (the exemption duration).

vary an exemption given under subsection (1) to:

impose conditions, or additional conditions, on the exemption; or

vary or revoke any of the conditions on the exemption; or

extend or shorten the exemption duration (including as affected by any variation from a previous operation of this subparagraph); or

revoke an exemption given under subsection (1).

if paragraph (1)(a) applies to the exemption—the operator of the clearing and settlement facility covered by the exemption; or

if paragraph (1)(b) applies to the exemption—the person covered by the exemption.

a class of clearing and settlement facilities; or

a class of persons;

unconditionally or subject to specified conditions; and

(b) for a specified period or indefinitely (the exemption duration).

vary an exemption given under subsection (7) to:

impose conditions, or additional conditions, on the exemption; or

vary or revoke any of the conditions on the exemption; or

extend or shorten the exemption duration (including as affected by any variation from a previous operation of this subparagraph); or

revoke an exemption given under subsection (7).

giving notice, and an opportunity to make submissions on the proposed action, to:

if paragraph (7)(a) applies—the operator of each clearing and settlement facility known by ASIC to be covered by the exemption; or

if paragraph (7)(b) applies—each person known by ASIC to be covered by the exemption; and

both:

a notice has been published on ASIC’s website allowing a reasonable period within which the operator of each clearing and settlement facility covered by the exemption, or each person covered by the exemption, (as applicable) may make submissions on the proposed action; and

that period has ended.

paragraph 821A(1)(aa) or (ab);

a standard determined under section 827D or 827DA.