(1) This section applies if in connection with a scheme for the reconstruction of a body corporate or the amalgamation of bodies corporate ¾

(a) a body corporate (}the transferee~) acquires at least 90% of the issued share capital of ¾

(i) a body corporate; or

(ii) each of 2 or more bodies corporate that were associated with one another immediately prior to the acquisition,

(}the target~);

(b) the transferee is incorporated in Australia and has been dormant from when it was incorporated until it resolves to make the acquisition;

(c) at least 90% of the consideration for the acquisition of the target, or if there are 2 or more targets, each target, consists of the issue of shares in the transferee to the holders of shares in the target or targets in exchange for those shares;

(d) each holder of shares in the target or targets whose shares are acquired receives consideration equal in value to the value of those shares; and

(e) immediately after the acquisition at least 90% of the issued share capital of the transferee consists of shares issued in consideration for the acquisition of shares in the target or, if there are 2 or more targets, for the acquisition of shares in all the targets.

[(1a) repealed]

(2) If, on an application under section 75JD, it is shown to the satisfaction of the Commissioner that this section applies because of subsection (1) and the acquisition is a relevant acquisition under Part IIIBA, the Commissioner shall exempt a Part IIIBA statement lodged in respect of the acquisition from duty chargeable under section 76AH or 76AO.

[(2a) repealed]

(3) If a Part IIIBA statement is exempted under subsection (2) and within 5 years after the date of the occurrence of the relevant acquisition to which the Part IIIBA statement relates ¾

(a) the transferee issues or cancels any shares or varies the rights of any of its shares; or

(b) the beneficial interest in any share in the transferee issued in the circumstances described in subsection (1)(c) is transferred from the person to whom the share was issued,

then ¾

(c) the transferee shall notify the Commissioner in an approved form within one month after the relevant event; and

(d) the claw-back applies unless, in a case where paragraph (b) applies, the Commissioner is satisfied that the transfer is in connection with a scheme for the reconstruction of a body corporate or the amalgamation of bodies corporate.

(4) If ¾

(a) an instrument was exempted under subsection (2a) before it was repealed; and

(b) within 6 months after the acquisition the transferee has not become listed on a recognised stock exchange situated in the country where the transferee is incorporated,

the clawback applies.

[(5) repealed]

(6) In this section ¾

}instrument~ does not include a section 31B or 31C statement.

[Section 75JA inserted by No. 48 of 1996 s. 42; amended by No. 51 of 1997 s. 6; No. 53 of 1999 s. 22; No. 2 of 2003 s. 76; No. 21 of 2003 s. 28(1); No. 66 of 2003 s. 49; No. 12 of 2004 s. 30.]