Listing Rules and Guidance: Contents


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A Qualified Property Acquisition which constitutes a major transaction or very substantial acquisition is exempt from shareholders' approval if:

(1) it is undertaken on a sole basis by a Qualified Issuer in its ordinary and usual course of business; or
(2) it is undertaken by a Qualified Issuer and other party or parties on a joint basis and:
(a) the project will be single purpose, relating to the acquisition and/or development of a specific property and consistent with the purpose specified in the auction or tender document;
(b) each joint venture arrangement must be on an arm's length basis and on normal commercial terms;
(c) the joint venture agreement contains clause(s) to the effect that the joint venture may not, without its partners' unanimous consent:
(i) change the nature or scope of its business, and if there are changes then they must still be consistent with the scope or purpose specified in the auction or tender document; or
(ii) enter into any transactions which are not on an arm's length basis; and
(d) the Qualified Issuer's board has confirmed that the Qualified Property Acquisition is in the Qualified Issuer's ordinary and usual course of business; and that the Qualified Property Acquisition and the joint venture, including its financing and profit distribution arrangements, are on normal commercial terms, fair and reasonable and in the interests of the Qualified Issuer and its shareholders as a whole.