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 .
View history note
Hide history noteOff-market bid - general
621(1)
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.
Market bid - cash only
621(2)
As the offers under a market bid for securities are made through a declared financial market, the bidder must offer to acquire the securities for a cash sum only for each security.
Note: Section 649B deals with variations of the price offered under the bid.
All bids - minimum consideration if bidder purchased securities in the 4 months before the bid
621(3)
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)
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)
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.
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