Clause 23

by deleting the words “or of any premium payable in respect of the shares” in subsection (4)(b);

by deleting the words “section 73” in subsection (8)(b) and substituting the words “Division 3A of this Part”;

by inserting, immediately after paragraph (g) of subsection (8), the following paragraph:“(ga)the giving by a company in good faith and in the ordinary course of commercial dealing of any representation, warranty or indemnity in relation to an offer to the public of, or an invitation to the public to subscribe for or purchase, shares or units of shares in that company;”;

by deleting the words “(including payments in respect of any premium)” in subsection (8)(j);

by inserting, immediately after the words “security of shares” in subsection (8)(ii), the words “or units of shares”;

by deleting the words “the giving of a guarantee or the provision of security” in subsection (9)(a) and substituting the words “or the giving of a guarantee or the provision of security in connection with one or more loans made by one or more other persons,”;

by deleting sub-paragraph (i) of subsection (9)(a) and substituting the following sub-paragraph:“(i)the lending of money, or the giving of guarantees or the provision of security in connection with loans made by other persons, is done in the course of such activities; and”;

by deleting the words “fully-paid shares” wherever they appear in subsection (9)(b) and substituting in each case the word “shares”; and

by inserting, immediately after subsection (9), the following subsections:“(9A) Nothing in subsection (1) prohibits the giving by a company of financial assistance for the purpose of, or in connection with, an acquisition or proposed acquisition by a person of shares or units of shares in the company or in a holding company of the company if —

the amount of the financial assistance, together with any other financial assistance given by the company under this subsection repayment of which remains outstanding, would not exceed 10% of the aggregate of —

the total paid-up capital of the company; and

the reserves of the company,as disclosed in the most recent financial statements of the company that comply with section 201;

the company receives fair value in connection with the financial assistance;

the board of directors of the company passes a resolution that —

the company should give the assistance;

giving the assistance is in the best interests of the company; and

the terms and conditions under which the assistance is given are fair and reasonable to the company;

the resolution sets out in full the grounds for the directors’ conclusions;

all the directors of the company make a solvency statement in relation to the giving of the financial assistance;

within 10 business days of providing the financial assistance, the company sends to each member a notice containing particulars of —

the class and number of shares or units of shares in respect of which the financial assistance was or is to be given;

the consideration paid or payable for those shares or units of shares;

the identity of the person receiving the financial assistance and, if that person is not the beneficial owner of those shares or units of shares, the identity of the beneficial owner; and

the nature and, if quantifiable, the amount of the financial assistance; and

not later than the business day next following the day when the notice referred to in paragraph (f) is sent to members of the company, the company lodges with the Registrar a copy of that notice and a copy of the solvency statement referred to in paragraph (e).(9B) Nothing in subsection (1) prohibits the giving by a company of financial assistance for the purpose of, or in connection with, an acquisition or proposed acquisition by a person of shares or units of shares in the company or in a holding company of the company if —

the board of directors of the company passes a resolution that —

the company should give the assistance;

giving the assistance is in the best interests of the company; and

the terms and conditions under which the assistance is given are fair and reasonable to the company;

the resolution sets out in full the grounds for the directors’ conclusions;

all the directors of the company make a solvency statement in relation to the giving of the financial assistance;

not later than the business day next following the day when the resolution referred to in paragraph (a) is passed, the company sends to each member having the right to vote on the resolution referred to in paragraph (e) a notice containing particulars of —

the directors’ resolution referred to in paragraph (a);

the class and number of shares or units of shares in respect of which the financial assistance is to be given;

the consideration payable for those shares or units of shares;

the identity of the person receiving the financial assistance and, if that person is not the beneficial owner of those shares or units of shares, the identity of the beneficial owner;

the nature and, if quantifiable, the amount of the financial assistance; and

such further information and explanation as may be necessary to enable a reasonable member to understand the nature and implications for the company and its members of the proposed transaction;

a resolution is passed —

by all the members of the company present and voting either in person or by proxy at the relevant meeting; or

if the resolution is proposed to be passed by written means under section 184A, by all the members of the company,to give that assistance;

not later than the business day next following the day when the resolution referred to in paragraph (e) is passed, the company lodges with the Registrar a copy of that resolution and a copy of the solvency statement referred to in paragraph (c); and

the financial assistance is given not more than 12 months after the resolution referred to in paragraph (e) is passed.(9C) A company shall not give financial assistance under subsection (9A) or (9B) if, before the assistance is given —

any of the directors who voted in favour of the resolution under subsection (9A)(c) or (9B)(a), respectively —

ceases to be satisfied that the giving of the assistance is in the best interests of the company; or

ceases to be satisfied that the terms and conditions under which the assistance is proposed are fair and reasonable to the company; or

any of the directors no longer has reasonable grounds for any of the opinions expressed in the solvency statement.(9D) A director of a company is not relieved of any duty to the company under section 157 or otherwise, and whether of a fiduciary nature or not, in connection with the giving of financial assistance by the company for the purpose of, or in connection with, an acquisition or proposed acquisition of shares or units of shares in the company or in a holding company of the company, by —

the passing of a resolution by the board of directors of the company under subsection (9A) for the giving of the financial assistance; or

the passing of a resolution by the board of directors of the company, and the passing of a resolution by the members of the company, under subsection (9B) for the giving of the financial assistance.”.