THE CORPORATIONS LAW

CHAPTER 6 - TAKEOVERS

PART 6.4 - FORMULATING THE TAKEOVER OFFER

Division 2 - Consideration for the offer

SECTION 621   CONSIDERATION OFFERED  

621(1)  Off-market bid - general.  

A bidder making an off-market bid for securities may offer any form of consideration for the securities, including:

(a)  a cash sum; or

(b)  securities (including shares, debentures, interests in a managed investment scheme or options); or

(c)  a combination of a cash sum and securities.

Note:

Sections 650B and 651A deal with variations of the consideration offered under the bid.

621(2)  Market bid - cash only.  

As the offers under a market bid for securities are made through the stock market of a securities exchange, the bidder must offer to acquire the securities for a cash sum only for each security.

Note:

Section 649B deals with variations of the consideration offered under the bid.

621(3)  All bids - minimum consideration if bidder purchased securities in the 4 months before the bid.  

The consideration offered for securities in the bid class under a takeover bid must equal or exceed the maximum consideration that the bidder or an associate provided, or agreed to provide, for a security in the bid class under any purchase or agreement during the 4 months before the date of the bid.

621(4)  [Consideration for security]  

For the purposes of subsection (3), the consideration offered or provided for a security is:

(a)  if the consideration offered or provided is a cash sum only - the amount of that cash sum; or

(b)  if the consideration offered or provided does not include a cash sum - the value of that consideration; or

(c)  if the consideration offered or provided is a cash sum and other consideration - the sum of the amount of the cash sum and the value of the other consideration.

The value of consideration that is not a cash sum is to be ascertained as at the time the relevant offer, purchase or agreement is made.

621(5)  [Price variation in agreement]  

If:

(a)  a person agrees to buy a security in a company; and

(b)  the agreement provides that the price payable for the security is a price specified in the agreement but may be varied in accordance with the terms of the agreement;

any variation in price under the agreement is to be disregarded in working out, for the purposes of subsection (3), the price agreed to be paid for the security under the agreement.