Gambling Regulation (Prescribed Connection and Prescribed Profit) Regulations 2009

i Gambling Regulation (Prescribed Connection and Prescribed Profit) Regulations 2009 S.R. No. 114/2009 TABLE OF PROVISIONS Regulation Page PART 1—PRELIMINARY 1 1 Objectives 1 2 Authorising provision 2 3 Commencement 2 4 Definition 2 PART 2—PRESCRIBED CONNECTION 3 5 Definitions 3 6 Application of Part 4 7 Prescribed interests 4 8 Direct interests 9 9 Indirect interests 9 10 Aggregate interests 10 PART 3—PRESCRIBED PROFIT 12 11 Definitions 12 12 Application of Part 12 13 Prescribed profit 12 ═══════════════ -- 1 of 13 -- 1 STATUTORY RULES 2009 S.R. No. 114/2009 Gambling Regulation Act 2003 Gambling Regulation (Prescribed Connection and Prescribed Profit) Regulations 2009 The Lieutenant-Governor as the Governor's deputy with the advice of the Executive Council makes the following Regulations: Dated: 29 September 2009 Responsible Minister: TONY ROBINSON Minister for Gaming MATTHEW McBEATH Acting Clerk of the Executive Council PART 1—PRELIMINARY 1 Objectives The objectives of these Regulations are to prescribe, for the purposes of Chapter 3 of the Gambling Regulation Act 2003— (a) various interests, rights and powers, and relationships, as prescribed connections for the purpose of determining whether two or more entitlement holders together hold more than 35% of all hotel gaming machine entitlements; and -- 2 of 13 -- Part 1—Preliminary Gambling Regulation (Prescribed Connection and Prescribed Profit) Regulations 2009 S.R. No. 114/2009 2 (b) the profit of which a percentage must be paid by a venue operator to the Treasurer upon the transfer of a gaming machine entitlement to which section 3.4A.18 of the Act applies. 2 Authorising provision These Regulations are made under section 11.2.1 of the Gambling Regulation Act 2003. 3 Commencement These Regulations come into operation on 1 October 2009. 4 Definition In these Regulations— the Act means the Gambling Regulation Act 2003. __________________ r. 2 -- 3 of 13 -- Part 2—Prescribed Connection Gambling Regulation (Prescribed Connection and Prescribed Profit) Regulations 2009 S.R. No. 114/2009 3 PART 2—PRESCRIBED CONNECTION 5 Definitions (1) In this Part— body corporate has the same meaning as in the Corporations Act; majority interest means a relevant interest in a corporation of more than 50%; majority shareholder means— (a) in the case of a private company the voting shares in which are not divided into classes—a person entitled to more than 50% of those shares; and (b) in the case of a private company the voting shares in which are divided into classes—a person entitled to more than 50% of the shares in one of those classes; private company means a company that is not limited by shares, or whose shares are not quoted on the Australian Stock Exchange or any exchange of the World Federation of Exchanges; related body corporate has the same meaning as in the Corporations Act; relative of an individual means— (a) the individual's spouse or domestic partner; or (b) any parent, grandparent, brother or sister of the individual; or (c) any child (including an adopted child, step-child or ex-nuptial child) or any grandchild of the individual; or r. 5 -- 4 of 13 -- Part 2—Prescribed Connection Gambling Regulation (Prescribed Connection and Prescribed Profit) Regulations 2009 S.R. No. 114/2009 4 (d) the spouse or domestic partner of any individual referred to in paragraph (b) or (c); relevant interest means an interest in a corporation with an entitlement to a distribution of the corporation's property on its winding up. (2) For the purposes of the definition of relative in subregulation (1), an individual referred to in paragraph (a), (b), (c) or (d) does not cease to be a relative merely because of his or her death. 6 Application of Part This Part applies to determining a prescribed connection for the purposes of section 3.2A.7(2)(b) of the Act. 7 Prescribed interests For the purposes of paragraphs (a), (b) and (e) of the definition of prescribed connection in section 3.2A.1 of the Act, the prescribed interests (legal or equitable) in or in relation to an entitlement holder, the prescribed rights or powers in relation to an entitlement holder, and the prescribed relationships between a person employed or engaged by an entitlement holder and another person are— (a) a relevant financial interest held by an entitlement holder in the gambling business of another entitlement holder that enables or would enable the entitlement holder to exercise a significant influence over or with respect to the management or operation of the gambling business of that other entitlement holder; r. 6 -- 5 of 13 -- Part 2—Prescribed Connection Gambling Regulation (Prescribed Connection and Prescribed Profit) Regulations 2009 S.R. No. 114/2009 5 (b) a relevant power that may be exercised by an entitlement holder (whether in right of the entitlement holder or on behalf of any other entitlement holder) in the gambling business of another entitlement holder that would allow the entitlement holder to exercise a significant influence over or with respect to the management or operation of the gambling businesses of that other entitlement holder; (c) a relevant financial interest held by a person in the gambling businesses of two or more entitlement holders that would allow the person to exercise a significant influence over or with respect to the management or operation of the gambling businesses of those entitlement holders; (d) a relevant power that may be exercised by a person (whether in right of the person or on behalf of any other person) in the gambling businesses of two or more entitlement holders that would allow the person to exercise a significant influence over or with respect to the management or operation of the gambling businesses of those entitlement holders; (e) where two or more entitlement holders are private companies— (i) the position of executive officer held by a person in two or more entitlement holders; or (ii) the relationship of relative between a person who holds the position of executive officer in two or more entitlement holders and another person; or r. 7 -- 6 of 13 -- Part 2—Prescribed Connection Gambling Regulation (Prescribed Connection and Prescribed Profit) Regulations 2009 S.R. No. 114/2009 6 (iii) a majority shareholding held by a person in two or more entitlement holders; or (iv) a majority interest held by a person in two or more entitlement holders; or (v) shareholdings held by two or more persons in two or more entitlement holders, the sum of which amounts to the majority interest in each entitlement holder; (f) an interest held by an entitlement holder in another entitlement holder that would make the entitlement holders related bodies corporate; (g) an interest held by any other person that would make two or more entitlement holders related bodies corporate; (h) a beneficial interest held by an executive officer under two or more trusts in respect of which two or more entitlement holders are the trustees; (i) a beneficial interest held by a relative of an executive officer under two or more trusts in respect of which two or more entitlement holders are the trustees; (j) where an entitlement holder is a trustee of a trust— (i) a beneficial interest held under that trust by an entitlement holder that is a private company; or (ii) a beneficial interest held under that trust by a person who is the majority shareholder of another entitlement holder that is a private company; or r. 7 -- 7 of 13 -- Part 2—Prescribed Connection Gambling Regulation (Prescribed Connection and Prescribed Profit) Regulations 2009 S.R. No. 114/2009 7 (iii) a beneficial interest held under that trust by a person who is an executive officer of another entitlement holder that is a private company; (k) where an entitlement holder is a corporation that has issued share capital— (i) a direct interest held by another entitlement holder in that share capital the value of which exceeds 10%; or (ii) an interest in that entitlement holder held by a person who holds an interest, has a power or has a relationship referred to in paragraphs (a) to (j) in relation to another entitlement holder who holds a direct interest in that share capital the value of which exceeds 10%; or (iii) an indirect interest held by another entitlement holder in the entitlement holder the value of which exceeds 10%; or (iv) an interest in that entitlement holder held by a person who holds an interest, has a power or has a relationship referred to in paragraphs (a) to (j) in relation to another entitlement holder who holds an indirect interest in the entitlement holder the value of which exceeds 10%; or (v) an aggregate interest held by another entitlement holder in the entitlement holder the value of which exceeds 10%; or (vi) an interest in that entitlement holder held by a person who holds an interest, has a power or has a relationship r. 7 -- 8 of 13 -- Part 2—Prescribed Connection Gambling Regulation (Prescribed Connection and Prescribed Profit) Regulations 2009 S.R. No. 114/2009 8 referred to in paragraphs (a) to (j) in relation to another entitlement holder who holds an aggregate interest in the entitlement holder the value of which exceeds 10%; (l) where an entitlement holder is a trustee of a trust under which trust capital has been issued— (i) a direct interest held by another entitlement holder in that trust the value of which exceeds 10%; or (ii) an interest in that entitlement holder held by a person who holds an interest, has a power or has a relationship referred to in paragraphs (a) to (j) in relation to another entitlement holder who holds a direct interest in that trust the value of which exceeds 10%; or (iii) an indirect interest held by another entitlement holder in the entitlement holder the value of which exceeds 10%; or (iv) an interest in that entitlement holder held by a person who holds an interest, has a power or has a relationship referred to in paragraphs (a) to (j) in relation to another entitlement holder who holds an indirect interest in the entitlement holder the value of which exceeds 10%; or (v) an aggregate interest held by another entitlement holder in the entitlement holder the value of which exceeds 10%; or r. 7 -- 9 of 13 -- Part 2—Prescribed Connection Gambling Regulation (Prescribed Connection and Prescribed Profit) Regulations 2009 S.R. No. 114/2009 9 (vi) an interest in that entitlement holder held by a person who holds an interest, has a power or has a relationship referred to in paragraphs (a) to (j) in relation to another entitlement holder who holds an aggregate interest in the entitlement holder the value of which exceeds 10%. 8 Direct interests (1) For the purposes of regulation 7(k), the value of the direct interest is the proportion (expressed as a percentage) of the voting power of all voting shares issued by the corporation that the person can exercise, or significantly influence the exercise of, the voting power attached to the voting shares. (2) For the purposes of regulation 7(l), the value of the direct interest is the proportion (expressed as a percentage) of the voting power of all interests in a trust that the person can exercise, or significantly influence the exercise of, the voting power attached to that interest in the trust. 9 Indirect interests (1) For the purposes of regulation 7(k) and (l), an entitlement holder (the first entitlement holder) holds an indirect interest in another entitlement holder if the other entitlement holder is linked to another corporation or trust (the directly linked corporation or trust) in which the first entitlement holder has a direct interest. (2) An entitlement holder is linked to a directly linked corporation or trust if the directly linked corporation or trust is part of a chain of corporation or trusts— (a) that starts with the directly linked corporation or trust; and r. 8 -- 10 of 13 -- Part 2—Prescribed Connection Gambling Regulation (Prescribed Connection and Prescribed Profit) Regulations 2009 S.R. No. 114/2009 10 (b) in which a link in the chain is formed if a corporation or trust has a direct interest in the next corporation or trust. (3) The value of the indirect interest held by the first entitlement holder in the entitlement holder (the indirectly linked corporation or trust) that is linked to the directly linked corporation or trust is calculated by multiplying together the following— (a) the value of the direct interest of the first entitlement holder in the directly linked corporation or trust; and (b) the value of each direct interest that forms a link in the chain of corporations or trusts by which the indirectly linked corporation or trust is linked to the directly linked corporation or trust. 10 Aggregate interests (1) For the purposes of regulation 7(k) and (l), an entitlement holder (the first entitlement holder) holds an aggregate interest in another entitlement holder if— (a) the first entitlement holder holds a direct interest and one or more indirect interests in the other entitlement holder; or (b) the first entitlement holder holds two or more indirect interests in the other entitlement holder; or (c) the first entitlement holder holds a direct interest and one or more indirect interests in the other entitlement holder, and another person holds an interest in the other entitlement holder and also holds an interest, has a power or has a relationship referred to in paragraphs (a) to (j) of regulation 7 in relation to the first entitlement holder; or r. 10 -- 11 of 13 -- Part 2—Prescribed Connection Gambling Regulation (Prescribed Connection and Prescribed Profit) Regulations 2009 S.R. No. 114/2009 11 (d) the first entitlement holder holds two or more indirect interests in the other entitlement holder, and another person holds an interest in the other entitlement holder and also holds an interest, has a power or has a relationship referred to in paragraphs (a) to (j) of regulation 7 in relation to the first entitlement holder. (2) The value of the aggregate interest held by the first entitlement holder in the other entitlement holder is calculated by adding together the following— (a) the value of the direct interest (if any) of the first entitlement holder in the other entitlement holder; (b) the value of each indirect interest of the first entitlement holder in the other entitlement holder; (c) for the purpose of subregulation (1)(c) and (d), the value of each interest (if any) of a person (other than the first entitlement holder) in the other entitlement holder. __________________ r. 10 -- 12 of 13 -- Part 3—Prescribed Profit Gambling Regulation (Prescribed Connection and Prescribed Profit) Regulations 2009 S.R. No. 114/2009 12 PART 3—PRESCRIBED PROFIT 11 Definitions In this Part— purchase price means the money paid, or agreed to be paid, by a person for a gaming machine entitlement at the time the gaming machine entitlement was acquired in accordance with the gaming machine entitlement allocation and transfer rules; sale proceeds means the financial benefit a person has received or is entitled to receive for a gaming machine entitlement transferred in accordance with the gaming machine entitlement allocation and transfer rules. 12 Application of Part This Part applies to determining the profit under section 3.4A.18 of the Act. 13 Prescribed profit For the purposes of section 3.4A.18 of the Act, the profit is the difference between the purchase price of a gaming machine entitlement and the sale proceeds for the gaming machine entitlement. ═══════════════ r. 11 -- 13 of 13 --