Corporations Act 2001
CCH note - modifying legislative instruments: The application of Ch 6 is affected by the following legislative instruments that commenced or were amended on or after 1 January 2022: the ASIC Corporations (Takeover Bids) Instrument 2023/683; the ASIC Corporations (Warrants: Relevant Interests and Associations) Instrument 2023/687; the ASIC Corporations (Replacement Bidder ' s and Target ' s Statements) Instrument 2023/688; and the ASIC Corporations (Relief to Facilitate Admission of Exchange Traded Funds) Instrument 2024/147.
For other legislative instruments or class orders before 1 January 2022 that affect the application of Ch 6, 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.
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 .
View history note
Hide history noteCCH note: This provision is modified by legislative instruments. See the CCH note at the end of the provision for details.
Variation to be made by notice to the target and holders
650D(1)
To vary offers under an off-market bid, the bidder must: (a) prepare a notice that:
(i) sets out the terms of the proposed variation; and
(b) lodge the notice with ASIC; and (c) after the notice is lodged, give the notice to:
(ii) if the bid is subject to a defeating condition and the proposed variation postpones for more than 1 month the time by which the bidder must satisfy their obligations under the bid - informs people about the right to withdraw acceptances under section 650E ; and
(i) the target; and
(ii) everyone to whom offers were made under the bid.
Note: Sections 648B and 648C provide for the manner in which documents may be sent to holders.
[ CCH Note 1: S 650D(1) will be amended by No 69 of 2020, s 3, Sch 1[1010], by substituting " the Registrar " for " ASIC " in para (b) (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
[ CCH Note 2: S 650D(1A) will be inserted by No 69 of 2020, s 3, Sch 1[1011] (effective 1 July 2026 or a day or days to be fixed by Proclamation). S 650D(1A) will read:
650D(1A)
Lodgement of the notice must meet any requirements of the data standards.]
650D(2)
A person must be sent a copy of the notice under subparagraph (1)(c)(ii) even if they have already accepted the offer. However, they need not be sent a copy if: (a) the variation merely extends the offer period; and (b) the bid is not subject to a defeating condition at the time the notice is given to the target.
650D(3)
A notice under subsection (1) must be signed by: (a) if the bidder is, or includes, an individual - the individual; and (b) if the bidder is, or includes, a body corporate (other than a notified foreign passport fund) with 2 or more directors - not fewer than 2 of the directors who are authorised to sign the notice by a resolution passed at a directors ' meeting; and (c) if the bidder is, or includes, a body corporate (other than a notified foreign passport fund) that has only one director - that director.
650D(4)
A copy of a notice given to a person under subparagraph (1)(c)(ii) must include a statement that: (a) a copy of the notice was lodged with ASIC on a specified date; and (b) ASIC takes no responsibility for the contents of the notice.
[ CCH Note: S 650D(4) will be amended by No 69 of 2020, s 3, Sch 1[1012] and [ 1013], by substituting para (a) and " neither ASIC nor the Registrar takes " for " ASIC takes no " in para (b) (effective 1 July 2026 or a day or days to be fixed by Proclamation). Para (a) will read:
(a) the notice was lodged with the Registrar on a specified date; and]
CCH Note - modifying legislative instruments: Section 650D is modified by the following legislative instruments that commenced or were amended on or after 1 January 2022: the ASIC Corporations (Takeover Bids) Instrument 2023/683.
For modifying legislative instruments or class orders before 1 January 2022, 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.
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