THE CORPORATIONS LAW

CHAPTER 6 - TAKEOVERS

PART 6.5 - THE TAKEOVER PROCEDURE

Division 1 - The overall procedure

SECTION 631   PROPOSING OR ANNOUNCING A BID  

631(1)  Bid must proceed within 2 months after proposal.  

If a person publicly proposes to make a takeover bid for securities in a company, either alone or with other persons, the person contravenes this subsection unless they make offers for the securities under a takeover bid within 2 months after the proposal. The terms and conditions of the bid must be the same as or not substantially less favourable than those in the public proposal.

Note:

The Court has power under section 1325B to order a person to proceed with a bid.

631(2)  Proposals if takeover bid not intended.  

A person must not publicly propose, either alone or with other persons, to make a takeover bid if:

(a)  the person knows the proposed bid will not be made, or is reckless as to whether the proposed bid is made; or

(b)  the person is reckless as to whether they will be able to perform their obligations relating to the takeover bid if a substantial proportion of the offers under the bid are accepted.

631(3)  [Application of offence provisions or injunctions]  

Section 1314 (continuing offences) and subsection 1324(2) (injunctions) do not apply in relation to a failure to make a takeover bid in accordance with a public proposal under subsection (1).

Note:

For liability and defences for contraventions of this section, see sections 670E and 670F.