Corporations Act 2001

CHAPTER 6B - RIGHTS AND LIABILITIES IN RELATION TO CHAPTER 6 AND 6A MATTERS  

SECTION 670A   MISSTATEMENTS IN, OR OMISSIONS FROM, TAKEOVER AND COMPULSORY ACQUISITION AND BUY-OUT DOCUMENTS  

670A(1)    
A person must not give:

(a)    a bidder ' s statement;

(b)    a takeover offer document;

(c)    a notice of variation of a takeover offer;

(d)    a target ' s statement;

(e)    a compulsory acquisition notice under section 661B or 664C ;

(f)    a compulsory buy-out notice under section 662B , 663B or 665B ;

(g)    a report that is included in, or accompanies, a statement or notice referred to in paragraphs (a) to (f);

if there is:

(h)    for all documents - a misleading or deceptive statement in the document; or

(i)    for a bidder ' s statement or target ' s statement - an omission from the document of material required by section 636 or 638 ; or

(j)    for a bidder ' s statement or a target ' s statement - a new circumstance that:

(i) has arisen since the document was lodged; and

(ii) would have been required by section 636 or 638 to be included in the document if it had arisen before the document was lodged; or

(k)    for an expert ' s report under subsection 636(2) or section 640 , 663B , 664C or 665B - an omission from the report of material required by subsection 648A(3) or 667B(2) .

Note 1: See section 670D for defences.

Note 2: Section 1041H imposes liabilities in respect of other conduct related to the dealings in securities.

Forecasts and other forward-looking statement

670A(2)    
A person is taken to make a misleading statement about a future matter (including the doing of, or refusing to do, an act) if they do not have reasonable grounds for making the statement. This subsection does not limit the meaning of a reference to a misleading statement or a statement that is misleading in a material particular.

Offence if statement, omission or new matter materially adverse

670A(3)    
A person commits an offence if they contravene subsection (1) and:

(a)    the misleading or deceptive statement; or

(b)    the omission or new circumstance;

is materially adverse from the point of view of the holder of securities to whom the document is given.

Civil liability

670A(4)    

A person contravenes this subsection if:

(a)    the person contravenes subsection (1) ; and

(b)    either:

(i) the misleading or deceptive statement; or

(ii) the omission or new circumstance;

is materially adverse from the point of view of the holder of securities to whom the document is given.

Note: This subsection is a civil penalty provision (see section 1317E ).