THE CORPORATIONS LAW

CHAPTER 6 - TAKEOVERS

PART 6.5 - THE TAKEOVER PROCEDURE

Division 5 - General rules on takeover procedure

Subdivision C - Effect of proportional takeover approval provisions

SECTION 648E   RESOLUTION TO BE PUT IF PROPORTIONAL BID MADE  

648E(1)  [Need for resolution]  

If:

(a)  a company's constitution contains proportional takeover approval provisions; and

(b)  offers are made under a proportional bid for a class of the company's securities;

then:

(c)  the company's directors must ensure that a resolution to approve the bid is voted on in accordance with those provisions before the approving resolution deadline; and

(d)  if the directors fail to ensure that a resolution of that kind is voted on before the deadline, each of the directors contravenes this subsection.

Note:

Subsection 648D(2) sets the approving resolution deadline.

648E(2)  [Notice of resolution]  

If a resolution to approve the bid is voted on in accordance with the proportional takeover approval provisions before the approving resolution deadline, the company must, on or before the deadline, give:

(a)  the bidder; and

(b)  if the company is listed - each relevant securities exchange;

a written notice stating that a resolution to approve the bid has been voted on and whether the resolution was passed or rejected.

648E(3)  [Deemed resolution]  

If no resolution to approve the bid has been voted on in accordance with the proportional takeover approval provisions as at the end of the day before the approving resolution deadline, a resolution to approve the bid is taken, for the purposes of those provisions, to have been passed in accordance with those provisions.