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Report on Inquiry into Trading in the Shares of McCollam Printers Limited

APPENDIX C

This Appendix is not available from the web site.

R.S. Vol. 33 Securities Amendment Act 1988 677 91

Meaning of ''relevant interest''

---(1) For the purposes of this Act a person has a relevant interest in a voting security (whether or not that person is the registered holder of it) if that person---

1. Is a beneficial owner of the voting security; or
2. Has the power to exercise any right to vote attached to the voting security; or
3. Has the power to control the exercise of any right to vote attached to the voting security; or
4. Has the power to acquire or dispose of the voting security; or
5. Has the power to control the acquisition or disposition of the voting security by another person; or
6. Under, or by virtue of, any trust, agreement, arrangement, or understanding relating to the voting security (whether or not that person is a party to it)---
   1. May at any time have the power to exercise any right to vote attached to the voting security; or
   2. May at any time have the power to control the exercise of any right to vote attached to the voting security; or
   3. May at any time have the power to acquire or dispose of, the voting security; or
   4. May at any time have the power to control the acquisition or disposition of the voting security by another person.

(2) Where a person has a relevant interest in a voting security by virtue of subsection (1) of this section and---

1. That person or its directors are accustomed or under an obligation, whether legally enforceable or not, to act in accordance with the directions, instructions, or wishes of any other person in relation to---
   1. The exercise of the right to vote attached to the voting security; or
   2. The control of the exercise of any right to vote attached to the voting security; or
   3. The acquisition or disposition of the voting security; or
   4. The exercise of the power to control the acquisition or disposition of the voting security by another person; or
2. Another person has the power to exercise the right to vote attached to 20 percent or more of the voting securities of that person; or
3. Another person has the power to control the exercise of the right to vote attached to 20 percent or more of the voting securities of that person; or
4. Another person has the power to acquire or dispose of 20 percent or more of the voting securities of that person; or
5. Another person has the power to control the acquisition or disposition of 20 percent or more of the voting securities of that person--- that other person also has a relevant interest in the voting security.

(3) A body corporate or other body has a relevant interest in a voting security in which another body corporate that is related to that body corporate or other body has a relevant interest.

(4) A person who has, or may have, a power referred to in any of paragraphs (b) to (f) of subsection (1) of this section, has a relevant interest in a voting security regardless of whether the power---

1. Is expressed or implied:
2. Is direct or indirect:
3. Is legally enforceable or not:
4. Is related to a particular voting security or not:
5. Is subject to restraint or restriction or is capable of being made subject to restraint or restriction:
6. Is exercisable presently or in the future:
7. Is exercisable only on the fulfilment of a condition:
8. Is exercisable alone or jointly with another person or persons.

(5) A power referred to in subsection (1) of this section exercisable jointly with another person or persons is deemed to be exercisable by either or any of those persons.

(6) A reference to a power includes a reference to a power that arises from, or is capable of being exercised as the result of, a breach of any trust, agreement, arrangement, or understanding, or any of them, whether or not it is legally enforceable.

(7) For the purposes of this Act, a body corporate is related to another body corporate if---

1. The other body corporate is its holding company or subsidiary within the meaning of ---
   1. Sections 158 and 158A of the Companies Act 1955, in relation to any company registered under that Act: or
   2. Sections 5 and 6 of the Companies Act 1993, in relation to any other body corporate; or
2. More than half ---
   1. In nominal value of its equity share capital (as defined in section 158 (5) of the Companies Act 1955) in relation to any company registered under that Act; or
   2. Of its issued shares (other than shares that carry no right to participate beyond a specified amount in a distribution of either profits or capital) in relation to any other body corporate, ---
   is held by the other body corporate and bodies corporate related to that other body corporate (whether directly or indirectly, but other than in a fiduciary capacity); or
3. More than half -
   1. In nominal value of the equity share capital (as defined in section 158 (3) of the Companies Act 1955), in relation to any company registered under that Act; or
   2. Of the issued shares (other than shares that carry no right to participate beyond a specified amount in a distribution of either profits or capital), in relation to any other body corporate, -
   of each of them is held by members of the other (whether directly or indirectly, but other than in a fiduciary capacity); or
4. The businesses of the bodies corporate have been so carried on that the separate business of each body corporate, or a substantial part thereof, is not readily identifiable; or
5. There is another body corporate to which both bodies corporate are related.