THE CORPORATIONS LAW

CHAPTER 6 - TAKEOVERS

PART 6.4 - FORMULATING THE TAKEOVER OFFER

Division 4 - Conditional offers

SECTION 626   MAXIMUM ACCEPTANCE CONDITIONS IN OFF-MARKET BIDS  

626(1)  Maximum acceptance conditions not allowed.  

Offers under an off-market bid must not be subject to a maximum acceptance condition. A maximum acceptance condition is one that provides that the offers will terminate, or the maximum consideration offered under the bid will be reduced, if one or more of the following occur:

(a)  the number of securities for which the bidder receives acceptances reaches or exceeds a particular number; or

(b)  the bidder's voting power in the company reaches or exceeds a particular percentage; or

(c)  the percentage of securities the bidder has relevant interests in reaches or exceeds a particular percentage of securities in that class.

626(2)  [Relevance of specification or determination]  

For the purposes of subsection (1), it does not matter:

(a)  how the condition is expressed; or

(b)  how a particular number or percentage was, or is to be, determined; or

(c)  whether or not a particular number or percentage is specified in the condition and, if it is so specified, how it is expressed.

626(3)  [Termination of bid]  

For the purposes of subsection (1), an offer under an off-market bid terminates if:

(a)  the offer lapses, is withdrawn or otherwise ceases to have effect; or

(b)  a binding takeover contract will not result from an acceptance of the offer; or

(c)  an obligation of the bidder will not arise under the takeover contract; or

(d)  the takeover contract is rescinded; or

(e)  the bidder is entitled to rescind the takeover contract; or

(f)  the bidder is relieved of an obligation arising under the takeover contract.