Corporations Act 2001

CHAPTER 6 - TAKEOVERS  

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 .

SECTION 602  

602   PURPOSES OF CHAPTER  
The purposes of this Chapter are to ensure that:

(a)    the acquisition of control over:

(i) the voting shares in a listed company, or an unlisted company with more than 50 members; or

(ii) the voting shares in a listed body (other than a notified foreign passport fund); or

(iii) the voting interests in a listed registered scheme;

takes place in an efficient, competitive and informed market; and

(b)    the holders of the shares or interests, and the directors of the company or body or the responsible entity for the scheme:

(i) know the identity of any person who proposes to acquire a substantial interest in the company, body or scheme; and

(ii) have a reasonable time to consider the proposal; and

(iii) are given enough information to enable them to assess the merits of the proposal; and

(c)    as far as practicable, the holders of the relevant class of voting shares or interests all have a reasonable and equal opportunity to participate in any benefits accruing to the holders through any proposal under which a person would acquire a substantial interest in the company, body or scheme; and

(d)    an appropriate procedure is followed as a preliminary to compulsory acquisition of voting shares or interests or any other kind of securities under Part 6A.1 .

Note 1: To achieve the objectives referred to in paragraphs (a), (b) and (c), the prohibition in section 606 and the exceptions to it refer to interests in " voting shares " . To achieve the objective in paragraph (d), the provisions that deal with the takeover procedure refer more broadly to interests in " securities " .

Note 2: Subsection 92(3) defines securities for the purposes of this Chapter.

SECTION 602A   MEANING OF SUBSTANTIAL INTEREST  

602A(1)    
A reference in this Chapter to a substantial interest in a company, listed body (other than a notified foreign passport fund) or listed registered scheme is not to be read as being limited to an interest that is constituted by one or more of the following:

(a)    a relevant interest in securities in the company, body or scheme;

(b)    a legal or equitable interest in securities in the company, body or scheme;

(c)    a power or right in relation to:

(i) the company, body or scheme; or

(ii) securities in the company, body or scheme.

602A(2)    
A person does not have a substantial interest in the company, body or scheme for the purposes of this Chapter merely because the person has an interest in, or a relationship with, the company, body or scheme of a kind prescribed by the regulations for the purposes of this subsection.

602A(3)    

The regulations may provide that an interest of a particular kind is an interest that may constitute a substantial interest in a company, listed body (other than a notified foreign passport fund) or listed registered scheme for the purposes of this Chapter.

SECTION 603  

603   CHAPTER EXTENDS TO SOME LISTED BODIES THAT ARE NOT COMPANIES  
This Chapter applies to the acquisition of relevant interests in the securities of listed bodies that are not companies but are incorporated or formed in Australia in the same way as it applies to the acquisition of relevant interests in the securities of companies.

Note: Section 9 defines company and listed .

SECTION 604   CHAPTER EXTENDS TO LISTED REGISTERED SCHEMES  

604(1)    
This Chapter applies to the acquisition of relevant interests in the interests in a registered scheme that is also listed as if:

(a)    the scheme were a listed company; and

(b)    interests in the scheme were shares in the company; and

(c)    voting interests in the scheme were voting shares in the company; and

(d)    a meeting of the members of the scheme were a general meeting of the company; and

(e)    the obligations and powers that are imposed or conferred on the company were imposed or conferred on the responsible entity; and

(f)    the directors of the responsible entity were the directors of the company; and

(g)    the appointment of a responsible entity for the scheme were the election of a director of the company; and

(h)    the scheme ' s constitution were the company ' s constitution.

Note 1: Paragraph (g): See subsection 610(2) .

Note 2: Section 9 defines voting interest in a managed investment scheme.

604(2)    

The regulations may modify the operation of this Chapter as it applies in relation to the acquisition of interests in listed registered schemes.

SECTION 605   CLASSES OF SECURITIES  

605(1)    
Takeover bids are made for securities within a particular class. Similarly, compulsory acquisition and buy-out rights operate on securities within a particular class.

605(2)    
For the purposes of this Chapter and Chapters 6A and 6C , securities are not taken to be different classes merely because:

(a)    some of the securities are fully-paid and others are partly-paid; or

(b)    different amounts are paid up or remain unpaid on the securities.

SECTION 605A  

605A   CHAPTER DOES NOT APPLY TO MCIs  

This Chapter does not apply to MCIs.

PART 6.10 - REVIEW AND INTERVENTION  

Division 1 - ASIC ' s power to exempt and modify  

SECTION 655A   ASIC ' S POWER TO EXEMPT AND MODIFY  

655A(1)    
ASIC may:

(a)    exempt a person from a provision of this Chapter; or

(b)    declare that this Chapter applies to a person as if specified provisions were omitted, modified or varied as specified in the declaration.

Note: Under section 656A , the Takeovers Panel has power to review the exercise by ASIC of its powers under this section.

655A(2)    
In deciding whether to give the exemption or declaration, ASIC must consider the purposes of this Chapter set out in section 602 .

655A(3)    
The exemption or declaration may:

(a)    apply to all or specified provisions of this Chapter; and

(b)    apply to all persons, specified persons, or a specified class of persons; and

(c)    relate to all securities, specified securities or a specified class of securities; and

(d)    relate to any other matter generally or as specified.

655A(4)    
An exemption may apply unconditionally or subject to specified conditions. A person to whom a condition specified in an exemption applies must comply with the condition. The Court may order the person to comply with the condition in a specified way. Only ASIC may apply to the Court for the order.

655A(5)    
The exemption or declaration must be in writing and ASIC must publish notice of it in the Gazette .

655A(6)    
For the purposes of this section, the provisions of this Chapter include:

(a)    regulations made for the purposes of this Chapter; and

(b)    definitions in this Act or the regulations as they apply to references in:

(i) this Chapter; or

(ii) regulations made for the purposes of this Chapter; and

(c)    the old Division 12 of Part 11.2 transitionals.

SECTION 655B   NOTICE OF DECISION AND REVIEW RIGHTS  

655B(1)    
Subject to subsection (2) , ASIC must take such steps as are reasonable in the circumstances to give to each person whose interests are affected by a decision under section 655A a notice, in writing or otherwise:

(a)    of the making of the decision; and

(b)    

of the person ' s right to have the decision reviewed by the Takeovers Panel under section 656A .

655B(2)    
Subsection (1) does not require ASIC to give notice to a person affected by the decision or to the persons in a class of persons affected by the decision, if ASIC determines that giving notice to the person or persons is not warranted, having regard to:

(a)    the cost of giving notice to the person or persons; and

(b)    the way in which the interests of the person or persons are affected by the decision.

655B(3)    
A failure to comply with this section does not affect the validity of the decision.

Division 2 - The Takeovers Panel  

Subdivision A - Review of ASIC ' s exercise of its exemption or modification powers  

SECTION 656A   REVIEW OF EXERCISE OF EXEMPTION OR MODIFICATION POWERS  

656A(1)    

The Takeovers Panel may review:

(a)    a decision of ASIC under section 655A ; or

(b)    a decision of ASIC under section 673 in relation to securities of the target of a takeover bid during the bid period.

For these purposes, decision has the same meaning as in the Administrative Review Tribunal Act 2024 .

656A(2)    

An application to the Takeovers Panel for review of the decision may be made by any person whose interests are affected by the decision.

656A(3)    

For the purpose of reviewing the decision, the Takeovers Panel may exercise all the powers and discretions conferred on ASIC by this Chapter or Chapter 6C . The Takeovers Panel must make a decision:

(a)    affirming the decision; or

(b)    varying the decision; or

(c)    setting aside the decision and:

(i) making a decision in substitution for the decision under review; or

(ii) remitting the matter for reconsideration by ASIC in accordance with any directions or recommendations of the Takeovers Panel.

656A(4)    
The decision must be in writing and published in the Gazette .

656A(5)    

If the Takeovers Panel varies an ASIC decision, or makes a decision in substitution for an ASIC decision:

(a)    

the ASIC decision as varied, or the substituted decision, is taken for all purposes (other than the purposes of applications to the Takeovers Panel for review in accordance with this section) to be a decision of ASIC under section 655A ; and

(b)    

when the Takeovers Panel ' s determination on the review comes into operation, the ASIC decision as varied, or the substituted decision, has effect, or is taken to have had effect, on and from the day on which the ASIC decision has or had effect.

Paragraph (b) applies unless the Takeovers Panel otherwise orders.

SECTION 656B   OPERATION AND IMPLEMENTATION OF A DECISION THAT IS SUBJECT TO REVIEW  

656B(1)    
Subject to this section, applying to the Takeovers Panel under section 656A for review of an ASIC decision does not:

(a)    affect the operation of the decision; or

(b)    prevent the taking of action to implement the decision.

656B(2)    
On application by a party to the proceedings before the Takeovers Panel, the Takeovers Panel may:

(a)    make an order staying, or otherwise affecting the operation or implementation of, the whole or a part of the decision if the Takeovers Panel considers that:

(i) it is desirable to make the order after taking into account the interests of any person who may be affected by the review; and

(ii) the order is appropriate for the purpose of securing the effectiveness of the hearing and determination of the application for review; or

(b)    make an order varying or revoking an order made under paragraph (a) (including an order that has previously been varied on one or more occasions under this paragraph).

656B(3)    
Subject to subsection (4) , the Takeovers Panel must not:

(a)    make an order under paragraph (2)(a) unless ASIC has been given a reasonable opportunity to make a submission to the Takeovers Panel in relation to the matter; or

(b)    make an order under paragraph (2)(b) unless:

(i) ASIC; and

(ii) the person who requested the making of the order under paragraph (2)(a) ; and

(iii) if the order under paragraph (2)(a) has previously been varied by an order or orders under paragraph (2)(b) - the person or persons who applied for the last-mentioned order or orders;

have been given a reasonable opportunity to make submissions to the Takeovers Panel in relation to the matter.

656B(4)    
Subsection (3) does not prohibit the Takeovers Panel from making an order without giving to a person referred to in that subsection a reasonable opportunity to make a submission to the Takeovers Panel in relation to a matter if the Takeovers Panel is satisfied that, by reason of the urgency of the case or otherwise, it is not practicable to give that person such an opportunity. If an order is so made without giving such an opportunity to ASIC, the order does not come into operation until a notice setting out the terms of the order is served on ASIC.

656B(5)    
An order in force under paragraph (2)(a) (including an order that has previously been varied on one or more occasions under paragraph (2)(b) ):

(a)    is subject to the conditions that are specified in the order; and

(b)    has effect until:

(i) if a period for the operation of the order is specified in the order - the end of that period or, if the application for review is decided by the Takeovers Panel before the end of that period, the decision of the Takeovers Panel on the application for review comes into operation; or

(ii) if a period for the operation of the order is not specified in the order - the decision of the Takeovers Panel on the application for review comes into operation.

Subdivision B - Unacceptable circumstances  

SECTION 657A   DECLARATION OF UNACCEPTABLE CIRCUMSTANCES  

657A(1)    

The Takeovers Panel may declare circumstances in relation to the affairs of a company to be unacceptable circumstances. Without limiting this, the Takeovers Panel may declare circumstances to be unacceptable circumstances whether or not the circumstances constitute a contravention of a provision of this Act.

Note: Sections 659B and 659C deal with court proceedings during and after a takeover bid.

657A(2)    

The Takeovers Panel may only declare circumstances to be unacceptable circumstances if it appears to the Takeovers Panel that the circumstances:

(a)    

are unacceptable having regard to the effect that the Takeovers Panel is satisfied the circumstances have had, are having, will have or are likely to have on:

(i) the control, or potential control, of the company or another company; or

(ii) the acquisition, or proposed acquisition, by a person of a substantial interest in the company or another company; or

(b)    

are otherwise unacceptable (whether in relation to the effect that the Takeovers Panel is satisfied the circumstances have had, are having, will have or are likely to have in relation to the company or another company or in relation to securities of the company or another company) having regard to the purposes of this Chapter set out in section 602 ; or

(c) are unacceptable because they:

(i) constituted, constitute, will constitute or are likely to constitute a contravention of a provision of this Chapter or of Chapter 6A , 6B or 6C ; or

(ii) gave or give rise to, or will or are likely to give rise to, a contravention of a provision of this Chapter or of Chapter 6A , 6B or 6C .

The Takeovers Panel may only make a declaration under this subsection, or only decline to make a declaration under this subsection, if it considers that doing so is not against the public interest after taking into account any policy considerations that the Takeovers Panel considers relevant.

657A(3)    

In exercising its powers under this section, the Takeovers Panel:

(a)    must have regard to:

(i) the purposes of this Chapter set out in section 602 ; and

(ii) the other provisions of this Chapter; and

(iii) the rules made under section 658C ; and

(iv) the matters specified in regulations made for the purposes of paragraph 195(3)(c) of the ASIC Act; and

(b)    may have regard to any other matters it considers relevant.

In having regard to the purpose set out in paragraph 602(c) in relation to an acquisition, or proposed acquisition, of a substantial interest in a company, body or scheme, the Takeovers Panel must take into account the actions of the directors of the company or body or the responsible entity for a scheme (including actions that caused the acquisition or proposed acquisition not to proceed or contributed to it not proceeding).

657A(4)    

The Takeovers Panel must give an opportunity to make submissions in relation to the matter to:

(a)    each person to whom a proposed declaration relates; and

(b)    each party to the proceedings; and

(c)    ASIC.

657A(5)    
The declaration must be in writing and published in the Gazette .

657A(6)    

As soon as practicable, the Takeovers Panel must give each person to whom the declaration relates:

(a)    a copy of the declaration; and

(b)    

a written statement of the Takeovers Panel ' s reasons for making the declaration.

657A(7)    

This section does not require the Takeovers Panel to perform a function, or exercise a power, in a particular way in a particular case.

SECTION 657B  

657B   WHEN TAKEOVERS PANEL MAY MAKE DECLARATION  

The Takeovers Panel can only make a declaration under section 657A within:

(a)    3 months after the circumstances occur; or

(b)    1 month after the application under section 657C for the declaration was made;

whichever ends last. The Court may extend the period on application by the Takeovers Panel.

SECTION 657C   APPLYING FOR DECLARATIONS AND ORDERS  

657C(1)    
The Takeovers Panel may make a declaration under section 657A , or an order under section 657D or 657E , only on an application made under this section.

657C(2)    
An application for a declaration under section 657A or an order under section 657D or 657E may be made by:

(a)    the bidder; or

(b)    the target; or

(c)    ASIC; or

(d)    any other person whose interests are affected by the relevant circumstances.

Note: The Administrative Review Tribunal cannot review ASIC ' s decision whether to apply to the Takeovers Panel (see paragraph 1317C(gc) ).

657C(3)    
An application for a declaration under section 657A can be made only within:

(a)    2 months after the circumstances have occurred; or

(b)    a longer period determined by the Takeovers Panel.

SECTION 657D   ORDERS THAT TAKEOVERS PANEL MAY MAKE FOLLOWING DECLARATION  

657D(1)    
The Takeovers Panel may make an order under subsection (2) if it has declared circumstances to be unacceptable under section 657A . It must not make an order if it is satisfied that the order would unfairly prejudice any person. Before making the order, the Takeovers Panel must give:

(a)    

each person to whom the proposed order would be directed; and

(b)    each party to the proceedings; and

(c)    ASIC;

an opportunity to make submissions to the Takeovers Panel about the matter.

657D(2)    
The Takeovers Panel may make any order (including a remedial order but not including an order directing a person to comply with a requirement of Chapter 6 , 6A , 6B or 6C ) that it thinks appropriate to:

(a)    

if the Takeovers Panel is satisfied that the rights or interests of any person, or group of persons, have been or are being affected, or will be or are likely to be affected, by the circumstances - protect those rights or interests, or any other rights or interests, of that person or group of persons; or

(b)    ensure that a takeover bid or proposed takeover bid in relation to securities proceeds (as far as possible) in a way that it would have proceeded if the circumstances had not occurred; or

(c)    specify in greater detail the requirements of an order made under this subsection; or

(d)    determine who is to bear the costs of the parties to the proceedings before the Takeovers Panel;

regardless of whether it has previously made an order under this subsection or section 657E in relation to the declaration. The Takeovers Panel may also make any ancillary or consequential orders that it thinks appropriate.

Note: Section 9 defines remedial order .

657D(3)    
The Takeovers Panel may vary, revoke or suspend an order made under this section. Before doing so, it must give an opportunity to make submissions in relation to the matter to:

(a)    each person to whom the order is directed; and

(b)    each party to the proceedings in which the order was made; and

(c)    ASIC.

657D(4)    
If the Takeovers Panel makes an order under this section, the Takeovers Panel must give a copy of the order, and a written statement of its reasons for making the order, to:

(a)    each party to the proceedings before the Takeovers Panel; and

(b)    each person to whom the order is directed if they are not a party to the proceedings; and

(c)    for an order relating to specified securities of a company - the company; and

(d)    ASIC.

The Takeovers Panel must also publish the order in the Gazette . The order takes effect as soon as it is made and not when all the requirements of this subsection are met.

657D(5)    
If the Takeovers Panel makes an order of the kind referred to in paragraph (j) of the definition of remedial order , the exercise of rights attached to shares is to be disregarded as provided in the order.

657D(6)    
If the Takeovers Panel makes an order of the kind referred to in paragraph (k) of the definition of remedial order , then, by force of this subsection, the agreement or offer specified in the order is cancelled, or becomes voidable, as from the making of the order or any later time that is specified in the order.

SECTION 657E   INTERIM ORDERS  

657E(1)    
The Takeovers Panel, or the President of the Takeovers Panel, may make an interim order of a kind referred to in subsection 657D(2) in relation to circumstances even if:

(a)    there is no declaration under section 657A that the circumstances are unacceptable; or

(b)    no application to the Takeovers Panel for a declaration of that kind has been made.

The order must specify the period (not exceeding 2 months) for which it is to have effect.

657E(2)    
The order ceases to have effect:

(a)    at the end of the period specified in the order; or

(b)    if, before the end of that period, proceedings for a declaration under section 657A in relation to the circumstances (and all related proceedings for an order under section 657D ) are determined - when those proceedings are determined.

SECTION 657EA   INTERNAL TAKEOVERS PANEL REVIEWS  

657EA(1)    

The following may apply under this section for review by the Takeovers Panel of a decision of the Takeovers Panel made on an application under section 657C :

(a)    a party to the proceedings in which the decision was made; or

(b)    ASIC.

For these purposes, decision has the same meaning as in the Administrative Review Tribunal Act 2024 .

657EA(2)    
If the decision is not:

(a)    a decision to make a declaration under section 657A ; or

(b)    a decision to make an order under section 657D or 657E ;

the person may apply for review only with the consent of the President of the Takeovers Panel.

657EA(3)    
The regulations may provide for the time limits within which an application may be made for review of a decision.

Note: Regulations made under the ASIC Act deal with the constitution of the Takeovers Panel for the purposes of conducting a review under this section and the procedures to be followed in conducting the review.

657EA(4)    
After conducting a review under this section, the Takeovers Panel may:

(a)    vary the decision reviewed; or

(b)    set aside the decision reviewed; or

(c)    set aside the decision reviewed and substitute a new decision.

In conducting the review, the Takeovers Panel has the same power to make a declaration under section 657A , or an order under section 657D or 657E , as it has when it is considering an application under section 657C .

657EA(5)    

Despite section 657B , the Takeovers Panel can only make a declaration under section 657A after conducting a review under this section if the declaration is made within:

(a)    3 months after the circumstances in relation to which the declaration is made occur; or

(b)    1 month after the application for review was made;

whichever ends last. The Court may extend the period on application by the Takeovers Panel.

SECTION 657EB   REFERENCES BY COURTS  

657EB(1)    
A Court hearing proceedings in relation to a decision of the Takeovers Panel made on an application under section 657C may refer the decision to the Takeovers Panel for review.

Note: Regulations made under the ASIC Act deal with the constitution of the Takeovers Panel for the purposes of conducting a review under this section and the procedures to be followed in conducting the review.

657EB(2)    
After conducting a review under this section, the Takeovers Panel may:

(a)    vary the decision reviewed; or

(b)    set aside the decision reviewed; or

(c)    set aside the decision reviewed and substitute a new decision.

In conducting the review, the Takeovers Panel has the same powers to make a declaration under section 657A , or an order under section 657D or 657E , as it has when it is considering an application under section 657C .

SECTION 657F   OFFENCE TO CONTRAVENE TAKEOVERS PANEL ORDER  

657F(1)    
A person who contravenes an order made under section 657D or 657E commits an offence.

657F(2)    

An offence based on subsection (1) is an offence of strict liability.

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

SECTION 657G   ORDERS BY THE COURT WHERE CONTRAVENTION OR PROPOSED CONTRAVENTION OF TAKEOVERS PANEL ORDER  

657G(1)    

If a person contravenes, or proposes to engage in conduct that would contravene, an order made by the Takeovers Panel undersection 657D or 657E , the Court may make any orders it considers appropriate to secure compliance with the Takeovers Panel ' s order, including:

(a)    1 or more remedial orders; and

(b)    an order directing a person to do, or to refrain from doing, a specified act.

Note: Section 9 defines remedial order .

657G(2)    
An application for an order under this section may only be made by:

(a)    ASIC; or

(b)    

the President of the Takeovers Panel; or

(c)    

a person to whom the Takeovers Panel ' s order relates; or

(d)    

a person who was a party to the proceedings in which the Takeovers Panel ' s order was made.

SECTION 657H   ASIC MAY PUBLISH REPORT ABOUT APPLICATION TO TAKEOVERS PANEL OR COURT  

657H(1)    
ASIC may publish a report, statement or notice in relation to an application it has made for:

(a)    a declaration of unacceptable circumstances under section 657A ; or

(b)    an order under subsection 657D(2) ; or

(c)    an order under section 657E ; or

(d)    review under section 657EA of a decision of the Takeovers Panel; or

(e)    an order under section 657G to secure compliance with an order made under subsection 657D(2) or section 657E .

657H(2)    
The report, statement or notice must:

(a)    state that the application has been made; and

(b)    name the company; and

(c)    if ASIC considers that the report, statement or notice should name any other person to whom the declaration would relate or the order would be directed - name that other person.

657H(3)    
The report, statement or notice may be published in any way that ASIC thinks appropriate. It need not be in writing.

657H(4)    
This section does not limit a function or power of ASIC, the Takeovers Panel or any other person or body.

Subdivision C - General provisions  

SECTION 658A   POWER OF TAKEOVERS PANEL WHERE A PROCEEDING IS FRIVOLOUS OR VEXATIOUS  

658A(1)    
If an application is made to the Takeovers Panel under this Division, the Takeovers Panel may, at any stage of the proceeding, if it is satisfied that the application is frivolous or vexatious:

(a)    dismiss the application; or

(b)    if the Takeovers Panel considers it appropriate, on the application of a party to the proceedings, direct that the person who made the application must not, without leave of the Takeovers Panel, make a subsequent application to the Takeovers Panel of a kind or kinds specified in the direction.

658A(2)    
A direction given by the Takeovers Panel under paragraph (1)(b) has effect despite any other provision of this Act or a provision of any other Act.

658A(3)    
The Takeovers Panel may revoke or vary the direction.

SECTION 658B   EVIDENTIARY VALUE OF FINDINGS OF FACT BY TAKEOVERS PANEL  

658B(1)    
A finding of fact recorded in an order by the Takeovers Panel, or a written statement of the reasons for an order of the Takeovers Panel, is proof of the fact in the absence of evidence to the contrary.

658B(2)    
A certificate signed by the President of the Takeovers Panel that states a finding of fact made in proceedings before the Takeovers Panel is proof of the fact in the absence of evidence to the contrary.

SECTION 658C   TAKEOVERS PANEL ' S POWER TO MAKE RULES  

658C(1)    
The President of the Takeovers Panel may, after consultation with members of the Takeovers Panel, make rules, not inconsistent with this Act or the Regulations, to clarify or supplement the operation of the provisions of this Chapter.

658C(2)    
In making rules under this section, the President of the Takeovers Panel must consider the purposes of this Chapter set out in section 602.

658C(3)    
A rule under this section must be in writing and the President of the Takeovers Panel must:

(a)    publish notice of it in the Gazette ; and

(b)    give the Minister, and ASIC, a copy of the rule as soon as practicable after it is published in the Gazette .

658C(4)    
Within 28 days after receiving the copy, the Minister may disallow the whole or a specified part of the rule.

658C(5)    
If a person contravenes a rule made under this section, the Court may give directions for compliance with the rule to:

(a)    that person; or

(b)    if that person is a body corporate (other than a notified foreign passport fund) - the directors of the body corporate; or

(c)    if that person is a notified foreign passport fund - the directors of the operator of the fund.

The Court must give the person against whom the order is sought, and any person aggrieved by the contravention, an opportunity to be heard before giving directions under this subsection.

658C(6)    
The Court may give a direction under subsection (5) only on application by:

(a)    ASIC; or

(b)    the President of the Takeovers Panel; or

(c)    a person aggrieved by the contravention.

SECTION 658D  

658D   INCONSISTENCY BETWEEN TAKEOVERS PANEL RULES AND ASIC EXEMPTION OR DECLARATION  
If there is an inconsistency between a rule made under section 658C and an exemption given, or declaration made, by ASIC under section 655A , the rule made under section 658C prevails to the extent of the inconsistency.

Division 3 - Court powers  

SECTION 659A  

659A   TAKEOVERS PANEL MAY REFER QUESTIONS OF LAW TO THE COURT  

The Takeovers Panel may, of its own motion, refer a question of law arising in a proceeding before the Takeovers Panel to the Court for decision.

SECTION 659AA  

659AA   OBJECT OF SECTIONS 659B AND 659C  

The object of sections 659B and 659C is to make the Takeovers Panel the main forum for resolving disputes about a takeover bid until the bid period has ended.

SECTION 659B   COURT PROCEEDINGS BEFORE END OF BID PERIOD  
Delay in commencing court proceedings until after end of bid period

659B(1)    
Only the following may commence court proceedings in relation to a takeover bid, or proposed takeover bid, before the end of the bid period:

(a)    ASIC;

(b)    a Minister of the Commonwealth;

(c)    a Minister of a State or Territory in this jurisdiction;

(d)    the holder of an office established by a law of:

(i) the Commonwealth; or

(ii) a State or Territory in this jurisdiction;

(e)    a body corporate incorporated for a public purpose by a law of:

(i) the Commonwealth; or

(ii) a State or Territory in this jurisdiction;

to the extent to which it is exercising a power conferred by a law of the Commonwealth or a State or Territory in this jurisdiction.

Note: This restriction starts to apply as soon as there is a takeover bid, or a proposed takeover bid; it does not start to apply only when the bid period commences.

Court power to stay proceedings that have already commenced

659B(2)    
A court may stay:

(a)    court proceedings in relation to a takeover bid or proposed takeover bid; or

(b)    court proceedings that would have a significant effect on the progress of a takeover bid;

until the end of the bid period.

659B(3)    
In deciding whether to exercise its powers under subsection (2) , the court is to have regard to:

(a)    the purposes of this Chapter; and

(b)    

the availability of review by the Takeovers Panel under Division 2 .

659B(4)    
For the purposes of this section:

court proceedings in relation to a takeover bid or proposed takeover bid :

(a) means any proceedings before a court in relation to:

(i) an action taken or to be taken as part of, or for the purposes of, the bid or the target's response to the bid; or

(ii) a document prepared or to be prepared, or a notice given or to be given, under this Chapter; and

(b) includes:

(i) proceedings to enforce an obligation imposed by this Chapter; or

(ii) proceedings for the review of a decision, or the exercise of a power or discretion, under this Chapter; or

(iii) proceedings for the review of a decision, or the exercise of a power or discretion, under Chapter 6C in relation to securities of the target of a takeover bid during the bid period; and

(iv) proceedings under Part 2F.1A for leave to bring, or to intervene in, proceedings referred to in paragraph (a) or subparagraph (b)(i), (ii) or (iii).

This is not limited to proceedings brought under this Chapter or this Act but includes proceedings under other Commonwealth and State or Territory laws (including the general law).

659B(5)    
Nothing in this section is intended to affect the jurisdiction of the High Court under section 75 of the Constitution.

SECTION 659C   COURT PROCEEDINGS AFTER END OF BID PERIOD  

659C(1)    

If:

(a)    an application is made to the Takeovers Panel for a declaration under section 657A that particular conduct amounts to, or leads to, circumstances that are unacceptable; and

(b)    the Takeovers Panel refuses to make the declaration; and

(c)    a Court finds after the end of the bid period that the conduct contravenes this Act;

the Court's powers under this Act in relation to the conduct are limited to the following:

(d)    the Court may:

(i) determine whether a person is guilty of an offence against this Act because they engaged in or were involved in the conduct; and

(ii) impose a penalty if the person is found guilty;

(e)    the Court may:

(i) determine whether a person who engaged in, or was involved in, the conduct contravened a provision of this Act; and

(ii) order the person to pay an amount of money to another person (whether by way of damages, account of profits, pecuniary penalty or otherwise);

(f)    the Court may make an order under section 1318 or 1322 in relation to the conduct.

This subsection does not confer power or jurisdiction on a court that it does not have apart from this subsection.

659C(2)    
Without limiting subsection (1) , the only kind of remedial order that the Court may make is one that requires the person to pay money to another person.