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Tracing via Disclosure Notices
In summary, Disclosure Notices derive from Part 6C.2 of the Corporations Act 2001. Section 672A of the Corporations Act 2001 allows a listed public company or the regulator (the Australian Securities and Investments Commission (ASIC)) to request the securities trading and holding information detailed under section 672B.
The primary notice under Section 672A is issued to the registered shareholder (this could be your depository or nominee) who will identify you. This will generally prompt a second notice under Section 672A(1)(b) being issued to the registered shareholder (this could be your depository or nominee) who will identify its underlying customers and their clients until the beneficial owners are identified.
Obligation to Report Threshold Crossings
The obligation to report threshold crossings derives from Part 6C.1 of the Corporations Act 2001. Section 671B(1) of the Corporations Act 2001 obliges a person who obtains a "substantial holding" (5%) in a listed public company to disclose the interest to the company within two days of acquiring the interest and serve a copy of the disclosure on the relevant market operator (generally the Australian Stock Exchange (ASX)).
A substantial shareholder is a person holding or having interest in 5% of the voting shares in a company (or if there is more than one class, 5% or more of the shares in any class). The shareholder must thereafter notify the company and the relevant market operator of any subsequent change of 1% or more in their interests.
When a person ceases to be a substantial shareholder, that person must equally notify the company and the relevant market operator. Section 671B(4) prescribes the form of the disclosure that must include the terms of any relevant agreements that gave rise to the substantial holding.
Sanctions CORPORATIONS ACT 2001 - SECT 671C and CORPORATIONS ACT 2001 - SECT 672F
Failure to disclose a substantial holding or comply with a disclosure notice from ASIC or the company is a strict liability offence. Non-compliance may result in fines and/or remedial orders. In addition, the failure to disclose a substantial holding may give rise to a civil claim for compensation by any person damaged by the contavention.