CHAPTER 6A
-
COMPULSORY ACQUISITIONS AND BUY-OUTS
SECTION 660A
660A
CHAPTER EXTENDS TO SOME LISTED BODIES THAT ARE NOT COMPANIES
CCH Note:
Section 660A is modified by the ASIC Corporations (Takeover Bids) Instrument 2023/683; and the ASIC Corporations (Compulsory Acquisitions and Buyouts) Instrument 2023/684.
This Chapter extends to the acquisition of 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 securities of companies.
Note 1: Section
9
defines
company
and
listed
.
Note 2: This Chapter only applies to the acquisition of securities in a CCIV if the CCIV is a listed company: see section
1240E
.
History
S 660A amended by No 8 of 2022, s 3, Sch 2[161] and
[
162] (effective 1 July 2022).
SECTION 660B
CHAPTER EXTENDS TO LISTED REGISTERED SCHEMES
CCH Note:
Section 660B is modified by the ASIC Corporations (Takeover Bids) Instrument 2023/683; and the ASIC Corporations (Compulsory Acquisitions and Buyouts) Instrument 2023/684.
660B(1)
This Chapter extends to the acquisition of interests in a registered scheme that is also listed as if:
(a)
the scheme were a 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.
660B(2)
If Part
6A.1
applies to a scheme at the end of the bid period for a takeover, that Part continues to apply to the scheme in relation to the takeover bid even if the scheme ceases to be listed.
660B(3)
If Part
6A.2
applies to a scheme when a compulsory acquisition notice under section
664C
is lodged, that Part (including Division 2 of that Part) continues to apply to the scheme in relation to the notice even if the scheme ceases to be listed.
[
CCH Note:
S 660B(3) will be amended by No 69 of 2020, s 3, Sch 1[1019], by inserting
"
with the Registrar
"
after
"
lodged
"
, (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
660B(4)
The regulations may modify the operation of this Chapter as it applies in relation to the acquisition of interests in listed registered schemes.
History
S 660B(4) amended by No 61 of 2018, s 3, Sch 2[161] (effective 18 September 2018).
SECTION 660C
660C
CHAPTER DOES NOT APPLY TO MCIs
CCH Note:
Section 660C is modified by the ASIC Corporations (Takeover Bids) Instrument 2023/683; and the ASIC Corporations (Compulsory Acquisitions and Buyouts) Instrument 2023/684.
This Chapter does not apply to MCIs.
History
S 660C inserted by No 37 of 2019, s 3, Sch 2[10] (effective 6 April 2019).
PART 6A.3
-
COMPLETION OF COMPULSORY ACQUISITION OF SECURITIES
SECTION 666A
COMPLETING THE ACQUISITION OF SECURITIES
CCH Note:
Section 666A is modified by the ASIC Corporations (Takeover Bids) Instrument 2023/683; and the ASIC Corporations (Compulsory Acquisitions and Buyouts) Instrument 2023/684.
Completion to be by private treaty or statutory procedure.
666A(1)
A person entitled to acquire securities under section
661A
or
664A
must either:
(a)
pay, issue or transfer the consideration to the holder, take a transfer of the securities from the holder and have the company that issued the securities register the transfer; or
(b)
complete the procedure laid down in section
666B
;
by the end of the period referred to in subsection
(2)
or
(3)
.
Strict liability offences
666A(1A)
An offence based on subsection
(1)
is an offence of strict liability.
Note: For
strict liability
, see section
6.1
of the
Criminal Code
.
History
S 666A(1A) inserted by No 117 of 2001, s 3, Sch 1
[
240].
Time for completing compulsory acquisition following takeover
666A(2)
For an acquisition under section
661A
, the period ends 14 days after the later of:
(a)
the end of 1 month after the compulsory acquisition notice was lodged with ASIC under section
661B
; or
(b)
the end of 14 days after the last statement under section
661D
was given if a request is made under that section; or
(c)
if an application to stop the acquisition is made to the Court under section
661E
-
the application is finally determined.
[
CCH Note:
S 666A(2) will be amended by No 69 of 2020, s 3, Sch 1[1054], by substituting
"
the Registrar
"
for
"
ASIC
"
in para (a) (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
Time for completing compulsory acquisition under Part 6A.2
666A(3)
For an acquisition under section
664A
or
664F
, the period ends 14 days after the later of:
(a)
the end of the objection period; or
(b)
if an application for approval of the acquisition is made to the Court under section
664F
in relation to the securities
-
the application is finally determined.
SECTION 666B
STATUTORY PROCEDURE FOR COMPLETION
CCH Note:
Section 666B is modified by the ASIC Corporations (Takeover Bids) Instrument 2023/683; and the ASIC Corporations (Compulsory Acquisitions and Buyouts) Instrument 2023/684.
666B(1)
Under this section, the person acquiring the securities must:
(a)
give the company that issued the securities a copy of the compulsory acquisition notice under section
661B
or
664C
together with a transfer of the securities:
(i)
signed as transferor by someone appointed by the person acquiring the securities; and
(ii)
signed as transferee by the person acquiring the securities; and
(b)
pay, issue or transfer the consideration for the transfer to the company that issued the securities.
The person appointed under subparagraph (a)(i) has authority to sign the transfer on behalf of the holder of the securities.
666B(2)
If the person acquiring the securities complies with subsection
(1)
, the company that issued the securities must:
(a)
register the person as the holder of the securities; and
(b)
hold the consideration received under subsection
(1)
in trust for the person who held the securities immediately before registration; and
(c)
give written notice to the person referred to in paragraph (b) as soon as practicable that the consideration has been received and is being held by the company pending their instructions as to how it is to be dealt with.
666B(3)
If the consideration held under subsection
(2)
consists of, or includes, money, that money must be paid into a bank account opened and maintained for that purpose only.
666B(4)
An offence based on subsection
(2)
or
(3)
is an offence of strict liability.
Note: For
strict liability
, see section 6.1 of the
Criminal Code
.
History
S 666B(4) inserted by No 117 of 2001, s 3, Sch 1
[
241].