Corporations Act 2001

CHAPTER 6 - TAKEOVERS  

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 .

PART 6.5 - THE TAKEOVER PROCEDURE  

Division 3 - The target ' s response  

SECTION 641   TARGET MUST INFORM BIDDER ABOUT SECURITIES HOLDINGS  

Requirement to inform bidder and information that must be given

641(1)    

If the bidder has given a bidder ' s statement to the target and requested the target to give the bidder information in accordance with this section, the target must inform the bidder of:

(a)    the name and address of each person who, at a time specified by the bidder under subsection (2) , held securities:

(i) in the bid class; or

(ii) convertible into securities in the bid class; and

(aa)    

where the target knows an electronic address for the person because the person holds securities in the target, and believes on reasonable grounds that it is a current electronic address for the person for receiving electronic communications - that electronic address; and

(ab)    

where an election of the person to be sent documents by the target in physical form, or in electronic form, is in force under section 110E (disregarding subsection 110E(8) ) in relation to a kind of documents mentioned in subsection (1C) of this section - the fact that such an election is in force; and

(b)    the type, and number of each type, of those securities held by the person at the specified time.

641(1A)    

However, the target does not need to give information to the bidder about a person or their holding of securities unless the target knows the person ' s name.

Note: A defendant bears an evidential burden in relation to the matters in subsection (1A) , see subsection 13.3(3) of the Criminal Code .

641(1B)    

An offence based on subsection (1) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code .

641(1C)    

For the purposes of paragraph (1)(ab) , the kinds of documents are:

(a)    all documents to which Division 2 of Part 1.2AA applies; or

(b)    one or more classes of documents that, taken together, include the documents mentioned in subsection 648CB(3) (documents relating to takeover bids).

Time at which target ' s information must be correct

641(2)    
The bidder ' s request must specify a day as at which the information must be correct. The day must be one that occurs after the day on which the bidder makes the request unless the target agrees to it being the day on which the bidder makes the request.

Form in which target must provide information

641(3)    
The target must give the information to the bidder:

(a)    in the form that the bidder requests; or

(b)    if the target is unable to comply with the request - in writing.

641(4)    
If the target must give the information to the bidder in electronic form, the information must be readable but the information need not be formatted for the bidder ' s preferred operating system.

Fee for provision of information

641(5)    
The target may require the bidder to pay an amount, not exceeding the prescribed amount, for the provision of the information to the bidder.

Time by which target must provide information

641(6)    
The target must give the information to the bidder no later than the latest of the following times:

(a)    the end of the second day after the day on which the bidder requested the information; or

(b)    the end of the next day after the day as at which the information must be correct; or

(c)    the time when the target receives the amount mentioned in subsection (5) .