Corporations Act 2001
CCH note - modifying legislative instruments: The application of Ch 6 is affected by the following legislative instruments that commenced or were amended on or after 1 January 2022: the ASIC Corporations (Takeover Bids) Instrument 2023/683; the ASIC Corporations (Warrants: Relevant Interests and Associations) Instrument 2023/687; the ASIC Corporations (Replacement Bidder ' s and Target ' s Statements) Instrument 2023/688; and the ASIC Corporations (Relief to Facilitate Admission of Exchange Traded Funds) Instrument 2024/147.
For other legislative instruments or class orders before 1 January 2022 that affect the application of Ch 6, please consult the legislative instruments or class orders directly. These are reproduced in the regulatory-resources section of the company-law practice area in CCH iKnowConnect.
Note: This Chapter only applies to acquisitions of interests in a CCIV if the CCIV is a listed company: see Division 1 of Part 8B.7 .
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Hide history noteMaximum acceptance conditions not allowed
626(1)
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)
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)
For the purposes of subsection (1) , an offer under an off-market bid terminates if: (a) the offer lapses, is withdrawn or otherwise ceases to have effect; or (b) a binding takeover contract will not result from an acceptance of the offer; or (c) an obligation of the bidder will not arise under the takeover contract; or (d) the takeover contract is rescinded; or (e) the bidder is entitled to rescind the takeover contract; or (f) the bidder is relieved of an obligation arising under the takeover contract.
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