THE CORPORATIONS LAW

CHAPTER 6 - TAKEOVERS

PART 6.8 - ACCEPTANCES

SECTION 653B   ACCEPTANCES BY TRANSFEREES AND NOMINEES OF OFFERS MADE UNDER OFF-MARKET BID  

653B(1)  (Ability to accept offer)  

If an off-market bid is made for securities:

(a)  a person who:

(i) is able during the offer period to give good title to a parcel of those securities; and

(ii) has not already accepted an offer under the bid for those securities;

may accept as if an offer on terms identical with the other offers made under the bid had been made to that person in relation to those securities; and

(b)  a person who holds 1 or more parcels of those securities as trustee or nominee for, or otherwise on account of, another person may accept as if a separate offer had been made in relation to:

(i) each of those parcels; and

(ii) any parcel they hold in their own right.

If a person accepts an offer under a proportional takeover bid for securities, no-one else may accept an offer under the bid in respect of those securities.

Note:

Section 9 defines proportional takeover bid . See paragraph 618(1)(b).

653B(2)  [Holding of securities]  

For the purposes of this section:

(a)  a person is taken to hold securities if the person is, or is entitled to be registered as, the holder of the securities; and

(b)  a person is taken to hold the securities on trust for, as nominee for or on account of another person if they:

(i) are entitled to be registered as the holder of particular securities; and

(ii) hold their interest in the securities on trust for, as nominee for or on account of that other person; and

(c)  in determining under subsection (1) whether a person has accepted an offer for particular securities under a takeover bid, a person who accepts an offer under a proportional takeover bid is taken to have accepted the offer for all the securities in the bid class that they hold at the time they accept the offer.

653B(3)  [Separate parcels of securities]  

If under paragraph (1)(b) a person may accept as if a separate offer is taken to be made to a person for a parcel of securities within a holding, an acceptance of that offer is ineffective unless:

(a)  the person gives the bidder a notice stating that the securities consist of a separate parcel; and

(b)  the acceptance specifies the number of securities in the parcel.

653B(4)  [Form of notice]  

A notice under subsection (3) must be made:

(a)  if it relates to securities that are entered on an SCH subregister - in an electronic form approved by the SCH business rules for the purposes of this Part; or

(b)  if it relates to shares that are not entered on an SCH subregister - in writing.

653B(5)  [Contravention]  

A person contravenes this subsection if:

(a)  they purport to accept an offer under this section; and

(b)  the acceptance is not made in accordance with this section.

The acceptance is, however, as valid as it would have been if it had been made in accordance with this section.

653B(6)  [Acceptance for 2 or more parcels]  

A person may, at the one time, accept for 2 or more parcels under this section as if there had been a single offer for a separate parcel consisting of those parcels.