Corporations Act 2001

CHAPTER 6A - COMPULSORY ACQUISITIONS AND BUY-OUTS  

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

Division 1 - Compulsory acquisition of securities by 90% holder  

SECTION 664D   BENEFITS OUTSIDE COMPULSORY ACQUISITION PROCEDURE  

664D(1)    
If the 90% holder gives a notice under section 664C to compulsorily acquire securities, the 90% holder or an associate must not offer, give or agree to give a benefit to a person during the objection period if:

(a)    the benefit is likely to induce the person, or an associate of the person, to:

(i) dispose of securities in that class; or

(ii) not object to the acquisition of those securities under the notice; and

(b)    the benefit is not provided for in the notice.

664D(2)    
If the 90% holder proposes to give a notice under section 664C to acquire securities within the next 4 months, the 90% holder or an associate must not offer, give or agree to give a benefit to a person if:

(a)    the benefit is likely to induce the person, or an associate of the person, to:

(i) dispose of securities in that class; or

(ii) not object to the acquisition of those securities under the notice; and

(b)    the benefit is not proposed to be provided for in the notice.

664D(3)    
If the 90% holder gives a notice under section 664C to compulsorily acquire securities, the 90% holder or an associate must not give a benefit to a person:

(a)    within 1 month after the end of the objection period (see subsection 664F(2) ); or

(b)    during any proceedings by the Court to determine an application under subsection 664F(1) by the 90% holder;

if:

(c)    the benefit is likely to induce the person, or an associate of the person, to:

(i) not object, or pursue an objection, to the acquisition of those securities under the notice; or

(ii) dispose of securities in that class; and

(d)    the benefit is not offered to all holders of securities in that class under the notice.

664D(3A)    

An offence based on subsection (1) , (2) or (3) is an offence of strict liability.

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

664D(4)    
This section does not prohibit simultaneous notices under section 664C to compulsorily acquire different classes of securities in the company.