Corporations Act 2001

CHAPTER 6A - COMPULSORY ACQUISITIONS AND BUY-OUTS  

PART 6A.1 - COMPULSORY ACQUISITIONS AND BUY-OUTS FOLLOWING TAKEOVER BID  

Division 1 - Compulsory acquisition of bid class securities  

SECTION 661A   COMPULSORY ACQUISITION POWER FOLLOWING TAKEOVER BID  
Threshold for compulsory acquisition power

661A(1)    
Under this subsection, the bidder under a takeover bid may compulsorily acquire any securities in the bid class if:

(a)    the bid is:

(i) an off-market bid to acquire all the securities in the bid class; or

(ii) a market bid; and

(b)    during, or at the end of, the offer period:

(i) the bidder and their associates have relevant interests in at least 90% (by number) of the securities in the bid class; and

(ii) the bidder and their associates have acquired at least 75% (by number) of the securities that the bidder offered to acquire under the bid (whether the acquisitions happened under the bid or otherwise).

This is so even if the bidder subsequently ceases to satisfy subparagraph (b)(i) because of the issue of further securities in the bid class.

Note: Subsection 92(3) defines securities for the purposes of this Chapter.

661A(2)    
For the purposes of subsection (1) , disregard any relevant interests that the bidder has merely because of the operation of subsection 608(3) (relevant interest by 20% interest in body corporate).

Court may allow compulsory acquisition even if threshold not reached

661A(3)    
Under this subsection, the bidder under a takeover bid may compulsorily acquire securities in the bid class with the approval of the Court.

Securities to be acquired

661A(4)    
If the bidder compulsorily acquires securities in the bid class under subsection (1) or (3) , the bidder:

(a)    must acquire all the securities in the bid class:

(i) which were issued or granted before the end of the offer period; and

(ii) in which the bidder does not have a relevant interest; and

(b)    may elect to acquire all securities in the bid class:

(i) that were issued or granted after the end of the offer period and before the notice under section 661B is issued; and

(ii) in which the bidder does not have a relevant interest;

but only if the bidder and their associates have relevant interests in at least 90% (by number) of the securities in the bid class when the bidder gives notice under section 661B ; and

(c)    if securities exist when the bidder gives the notice under section 661B that:

(i) will convert, or may be converted, to securities in the bid class; or

(ii) confer rights to be issued securities in the bid class that may be exercised;

within the period of 6 weeks after the notice is given - may elect to acquire securities that come to be in the bid class during that period due to a conversion or exercise of the rights but only if the bidder and their associates have relevant interests in at least 90% of the securities (by number) in the bid class when the bidder gives notice under section 661B ; and

(d) may elect to acquire any securities in the bid class in which the bidder has a relevant interest (no matter when they were issued or granted).

661A(5)    
This section has effect despite anything in the constitution of the company whose securities are to be acquired.