THE CORPORATIONS LAW

CHAPTER 6 - TAKEOVERS

PART 6.4 - FORMULATING THE TAKEOVER OFFER

Division 4 - Conditional offers

SECTION 629   CONDITIONS TURNING ON BIDDER'S OR ASSOCIATE'S OPINION NOT ALLOWED IN OFF-MARKET BIDS  

629(1)  [Defeating condition]  

Offers under an off-market bid must not be subject to a defeating condition if the fulfilment of the condition depends on:

(a)  the bidder's, or an associate's, opinion, belief or other state of mind; or

(b)  the happening of an event that is within the sole control of, or is a direct result of action by, any of the following:

(i) the bidder (acting alone or together with an associate or associates)

(ii) an associate (acting alone or together with the bidder or another associate or associates of the bidder).

A purported condition of this kind is void.

Note:

Section 9 defines defeating condition . Sections 630, 650F and 650G deal with defeating conditions.

629(2)  [Definition of target]  

For the purposes of paragraph (1)(b):

(a)  the target; and

(b)  a subsidiary of the target;

are taken not to be associates of the bidder if they would otherwise be an associate merely because they are a related body corporate.

Note:

Paragraph 11(b) makes related bodies corporate associates of each other.