Corporations Act 2001
CCH Note: Division 1 is modified by the ASIC Corporations (Takeover Bids) Instrument 2023/683; and the ASIC Corporations (Compulsory Acquisitions and Buyouts) Instrument 2023/684.
CCH Note: Section 661B is modified by the ASIC Corporations (Takeover Bids) Instrument 2023/683; and the ASIC Corporations (Compulsory Acquisitions and Buyouts) Instrument 2023/684.
Compulsory acquisition notice
661B(1)
To compulsorily acquire securities under subsection 661A(1) or (3) , the bidder must: (a) prepare a notice in the prescribed form that:
(i) informs the holders of the securities that the bidder is entitled to acquire their securities under that subsection; and
(b) lodge the notice with ASIC; and (c) give the notice to each other person who is:
(ii) informs the holders about the compulsory acquisition procedure under this Part, including:
(A) their right under section 661D to obtain the names and addresses of everyone else the bidder has given the notice to; and
(B) their right under section 661E to apply to the Court for an order that the securities not be compulsorily acquired; and
(i) a holder of securities in the bid class; or
(d) give a copy to each relevant market operator on the same day as it is lodged with ASIC if the target is listed.
(ii) if the bidder elects under paragraph 661A(4)(c) to acquire securities that come to be in the bid class after the notice is given - a holder of the convertible securities referred to in that paragraph; and
If alternative forms of consideration were offered under the takeover bid, the notice must specify which of those forms of consideration will apply to the acquisition of the holder's securities if the holder does not elect one of the forms under paragraph 661C(2)(a) .
Note: Everyone who holds bid class securities on the day on which the notice is lodged with ASIC is entitled notice. Under section 661E , anyone who holds the securities after that day may apply to the Court to stop the acquisition.
[ CCH Note: S 661B(1) will be amended by No 69 of 2020, s 3, Sch 1[1020] - [ 1023], by omitting " in the prescribed form " after " prepare a notice " in para (a), inserting para (a)(iii), substituting " the Registrar " for " ASIC " in para (b) and (d) and " the Registrar " for " ASIC " in the note, (effective 1 July 2026 or a day or days to be fixed by Proclamation). Para (a)(iii) will read:
(iii) meets any requirements of the data standards; and]
Time for dispatching notices to holders
661B(2)
The bidder must dispatch the notices under paragraph (1)(c) : (a) during the offer period, or within 1 month after:
(i) the end of offer period if the acquisition is under subsection 661A(1) ; or
(b) on the day the bidder lodges the notice with ASIC or on the next business day.
(ii) the court approval if the acquisition is under subsection 661A(3) ; and
The notices cannot be withdrawn.
[ CCH Note: S 661B(2) will be amended by No 69 of 2020, s 3, Sch 1[1024], by substituting " the Registrar " for " ASIC " in para (b) (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
Strict liability offences
661B(2A)
An offence based on subsection (1) or (2) is an offence of strict liability.
Note: For strict liability , see section 6.1 of the Criminal Code .
661B(3) - (4)
(Repealed by No 69 of 2023, s 3, Sch 1[43] and [ 44] (effective 15 September 2023).)
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