THE CORPORATIONS LAW

CHAPTER 6 - TAKEOVERS

PART 6.6 - VARIATION OF OFFERS

Division 2 - Off-market bids (express variation by bidder)

SECTION 650E   RIGHT TO WITHDRAW ACCEPTANCE  

650E(1)  [Right to withdraw]  

A person who accepts an offer made under an off-market bid may withdraw their acceptance of the offer if:

(a)  the bid is subject to a defeating condition; and

(b)  the bidder varies the offers under the bid in a way that postpones for more than 1 month the time when the bidder has to meet their obligations under the bid; and

(c)  the person is entitled to be given a notice of the variation under subsection 650D(1).

650E(2)  [Method of withdrawal]  

To withdraw their acceptance, the person must:

(a)  give the bidder notice within 1 month beginning on the day after the day on which the copy of the notice of the variation was received; and

(b)  return any consideration received by the person for accepting the offer.

650E(3)  [Form of withdrawal]  

A notice under paragraph (2)(a):

(a)  if it relates to securities that are entered on an SCH subregister - must be in an electronic form approved by the SCH business rules for the purposes of this Part; or

(b)  if it relates to shares that are not entered on an SCH subregister - must be in writing.

650E(4)  [Return of securities consideration]  

To return consideration that includes securities, the person must:

(a)  if the securities are entered on an SCH subregister - take the action that the SCH business rules require in relation to the return of the securities; or

(b)  otherwise - give the bidder any transfer documents needed to effect the return of securities.

650E(5)  [Consequences of withdrawal]  

If the person withdraws their acceptance, the bidder must:

(a)  take any action that the SCH business rules require in relation to any of the securities to which the acceptance relates that are entered on an SCH subregister; and

(b)  return any documents that the person sent the bidder with the acceptance of the offer;

within 14 days after:

(c)  if the person does the things referred to in subsection (2) on the same day - that day; or

(d)  if the person does those things on different days - the last of those days.

650E(6)  [Cancellation of securities]  

If under this section a person returns to a company any certificates (together with any necessary transfer documents) in respect of the securities issued by the company, the company must cancel those securities as soon as possible. Any reduction in share capital is authorised by this subsection.