Corporations Act 2001
CHAPTER 6A
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COMPULSORY ACQUISITIONS AND BUY-OUTS
PART 6A.2
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GENERAL COMPULSORY ACQUISITIONS AND BUY-OUTS
Division 2
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Compulsory buy-out of convertible securities by 100% holder
SECTION 665C
RIGHT OF HOLDERS OF CONVERTIBLE SECURITIES TO BE BOUGHT OUT
665C(1)
Within 1 month after notice under section 665B is given in relation to convertible securities, the holder of the convertible securities may give the 100% holder a notice requiring the 100% holder to acquire the securities.
665C(2)
The notice by the holder of convertible securities gives rise to a contract between the holder and the 100% holder for the sale of the securities on: (a) terms agreed to by the 100% holder and the holder of the convertible securities; or (b) the terms determined by the Court on application by the holder of the convertible securities.
665C(3)
If the Court makes a determination under paragraph (2)(b) in relation to the terms of sale for a holder ' s convertible securities of a particular class, the determination applies to all holders of convertible securities in that class who have applications to the Court pending for a determination under that paragraph in relation to the terms of sale of their convertible securities.
Modifying legislative instruments: The application of Ch 6A is affected by the following legislative instruments that commenced on or after 1 January 2022: ASIC Corporations (Compulsory Acquisitions and Buyouts) Instrument 2023/684.
For legislative instruments or class orders before 1 January 2022 that affect the application of Ch 6A, 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.
Within 1 month after notice under section 665B is given in relation to convertible securities, the holder of the convertible securities may give the 100% holder a notice requiring the 100% holder to acquire the securities.
665C(2)
The notice by the holder of convertible securities gives rise to a contract between the holder and the 100% holder for the sale of the securities on: (a) terms agreed to by the 100% holder and the holder of the convertible securities; or (b) the terms determined by the Court on application by the holder of the convertible securities.
665C(3)
If the Court makes a determination under paragraph (2)(b) in relation to the terms of sale for a holder ' s convertible securities of a particular class, the determination applies to all holders of convertible securities in that class who have applications to the Court pending for a determination under that paragraph in relation to the terms of sale of their convertible securities.
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