THE CORPORATIONS LAW

CHAPTER 6 - TAKEOVERS

PART 6.5 - THE TAKEOVER PROCEDURE

Division 1 - The overall procedure

SECTION 633   DETAILED STEPS IN AN OFF-MARKET BID  

633(1)  [Table of steps to be taken]  

The following table provides for the steps that a bidder must take to make an effective off-market bid and the steps that a target must take when an off-market bid is made.

--------------------------------------------------------
 Steps in off-market bid              [operative table]
--------------------------------------------------------
 Steps                        Timing and relevant 
                              provisions
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 1 The bidder must            See section 636 for
   prepare:                   content of statement.

   * a bidder's statement;
     and

   * if the bidder's
     statement does not set
     out all the terms of
     the offer -- an offer
     document that sets
     out the other terms of
     the offer.
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 2 The bidder must lodge a
   copy of the bidder's
   statement and offer
   document with ASIC.
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 3 The bidder must send a     To be done on the day the
   copy of the bidder's       bidder's statement
   statement and offer        is lodged or within 21 days
   document to the target.    afterwards
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 4 The bidder must lodge      To be done on the day the
   with ASIC a notice         bidder's statement is sent
   stating that the           to the target
   bidder's statement and
   offer document have 
   been sent to the 
   target.
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 5 The bidder must send a     To be done on the day the
   copy of the bidder's       bidder's statement is sent
   statement and offer        to the target
   document to each
   securities exchange that   See also subsection (5).
   has a stock market on
   which the target's
   securities are quoted.
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 6 The bidder must send       To be done:
   the bidder's statement
   and offers to each         * within a 3-day period;
   person (other than the       and
   bidder) who holds
                              * within 14-28 days after
   * securities in the bid      the bidder's statement
     class, or                  is sent to the target

   * if the bid extends to    The directors of the
     securities that come     target may agree
     to be in the bid class   that the offers
     due to the conversion    and accompanying
     of or exercise of        documents be sent earlier.
     rights attached to
     other securities (see    See also subsections (5)
     subsection 617(2)) -     and (6).
     the other securities;
                              Item 2 of the table in
   as at the date set by      section 611 covers offers
   the bidder under           made by the bidder on the
   subsection (2).            market during the period
                              between the lodgement of
   The offers must be made    the bidder's statement
   on the terms set out in    and the making of the
   the bidder's statement     offers under the bid.
   and the offer document
   lodged with ASIC under     Sections 648B and 648C
   item 2.                    providefor the manner in
                              which documents may be
                              sent to holders.
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 7 The bidder must send a     To be done on the day all
   notice to the target that  offers have been sent as
   the bidder's statement     required by item 6
   and offers have been
   sent as required by        See subsection 620(1) on
   item 6.                    date of offer.
   
   The notice must state the
   date of the offers.
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 8 The bidder must send a      To be done on the day all
   notice that offers have     offers have been sent as
   been sent as required by    required by item 6
   item 6 to each securities
   exchange that has a
   stock market on which
   the target's securities
   are quoted.
--------------------------------------------------------
 9 The bidder must lodge      To be done on the day all
   with ASIC a notice that    offers have been sent as
   offers have been sent as   required by item 6
   required by item 6.
--------------------------------------------------------
10 The target must prepare    See section 638 for
   a target's statement.      content of statement.
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11 The target must send the   To be done no later than
   target's statement (and    15 days after the target
   any accompanying           receives a notice that all
   report) to the bidder.     offers have been sent as
                              required by item 6
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12 The target must send a     To be done:
   copy of the target's
   statement (and any         * no earlier than the day
   accompanying report) to      on which the target 
   each person who holds:       sends the target's
                                statement to the bidder;
   * securities in the bid
     class; or                  and
                                
   * if the bid extends to    * no later than 15 days
     securities that come       after the target receives
     to be in the bid class     a notice that all offers
     due to the conversion      have been sent as
     of or exercise of          required by item 6
     rights attached to                              
     other securities (see    Section 648B and 648C
     subsection 617(2))--     provide for the manner
     the other securities;    in which documents may
                              be sent to holders.

   as at the date set by the
   bidder under subsection
   (2).
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13 The target must lodge a    To be done on the day the
   copy of the target's       target's statement is sent
   statement (and any         to the bidder
   accompanying report)
   with ASIC.                 See also subsection (7).
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14 The target must send a     To be done on the day the
   copy of the target's       target's statement is sent
   statement (and any         to the bidder
   accompanying report) to
   each securities exchange   See also subsection (7).
   that has a stock market
   on which the target's
   securities are quoted.
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633(2)  Date for determining holders of securities.  

The people to whom information is to be sent under items 6 and 12 of the table in subsection (1) are the holders of the securities referred to in those items as at the date set by the bidder in:

(a)  the bidder's statement; or

(b)  a separate written notice given to the target on or before the date set by the bidder.

Note:

The bidder may set the date when the bidder asks the target for a list of members under section 641.

633(3)  [Relevant date]  

The date set by the bidder must be:

(a)  on or after the date on which the bidder gives the bidder's statement, or the separate written notice, to the target; and

(b)  on or before the date on which the first offers under the bid are made to holders of the securities.

633(4)  [How notice is to be given]  

As soon as practicable after setting the day, the bidder must give notice of it by:

(a)  if the securities in the bid class are quoted - giving the notice to the relevant securities exchange; or

(b)  otherwise - lodging the notice with ASIC.

633(5)  Information to be sent with bidder's statement.  

A bidder's statement required to be sent under item 5 or 6 in the table in subsection (1) must be sent together with any other information sent by the bidder to the target with the statement.

633(6)  Information to be sent with notices that offers have been sent.  

If the bidder sends the people to whom the bidder's statement is sent under item 6 of the table in subsection (1) additional information together with the bidder's statement and the offer, the bidder must also include that information in any notice under item 7, 8 or 9 of the table.

633(7)  Information to be sent with target's statement.  

If the target sends the people to whom the target's statement is sent under item 12 of the table in subsection (1) additional information together with the target's statement, the target must also include that information in any notice under item 13 or 14 of the table.