THE CORPORATIONS LAW

CHAPTER 6A - COMPULSORY ACQUISITIONS AND BUY-OUTS

PART 6A.2 - GENERAL COMPULSORY ACQUISITIONS AND BUY-OUTS

Division 2 - Compulsory buy-out of convertible securities by 100% holder

SECTION 665B   100% HOLDER TO TELL HOLDERS OF CONVERTIBLE SECURITIES OF THEIR RIGHT TO BE BOUGHT OUT  

665B(1)  Notice to holders of convertible securities.  

The 100% holder must:

(a)  prepare a notice in the prescribed form that:

(i) states that the person giving the notice has acquired all the securities in the main class; and

(ii) sets out the information that was included in the compulsory acquisition notice given in relation to securities in the main class under paragraphs 664C(1)(d) and (e); and

(iii) sets out the cash sum for which they are willing to acquire the convertible securities; and

(iv) informs the holder of convertible securities about their right to be bought out under this Part; and

(b)  lodge the notice with ASIC; and

(c)  give each other person who is a holder of convertible securities on the day on which the notice is lodged with ASIC:

(i) the notice; and

(ii) a copy of the expert's report, or all experts' reports, under section 667A; and

(d)  give a copy of the documents to the company that issued the securities; and

(e)  give a copy of the documents to each relevant securities exchange on the same day as it is lodged with ASIC if the company is listed.

Note 1:

Subparagraph (a)(iv) - Section 667A deals with the contents of an expert's report.

Note 2:

The notice is to be given to everyone who holds convertible securities on the day on which the notice is lodged with ASIC. Under section 665C, anyone who holds the securities after that day may require the 100% holder to acquire the securities.

665B(2)  Time for dispatching notice to holders.  

The 100% holder must dispatch the notices and reports under paragraph (1)(c):

(a)  within 1 month after they become the 100% holder; and

(b)  on the day the 100% holder lodges the notice with ASIC or on the next business day.

The notices cannot be withdrawn.

665B(3)  Manner of giving notice to holders.  

The 100% holder may give the notice or report to a holder:

(a)  personally; or

(b)  by sending it by post to the address for the holder in the register of members, debenture holders or option holders.

A notice or report sent by post is taken to be given 3 days after it is posted.

665B(4)  [Method of dispatch]  

The notice may be sent:

(a)  if the notice is to be sent to the holder in an external Territory or outside Australia - by pre-paid airmail post or by courier; or

(b)  if the notice is to be sent to the holder in Australia - by pre-paid ordinary post or by courier.

This subsection does not limit the manner in which the document may be sent to the holder.

Note:

Section 109X makes general provision for service of documents.