Corporations Act 2001

CHAPTER 6 - TAKEOVERS

CCH note - modifying legislative instruments: The application of Ch 6 is affected by the following legislative instruments that commenced or were amended on or after 1 January 2022: the ASIC Corporations (Takeover Bids) Instrument 2023/683; the ASIC Corporations (Warrants: Relevant Interests and Associations) Instrument 2023/687; the ASIC Corporations (Replacement Bidder ' s and Target ' s Statements) Instrument 2023/688; and the ASIC Corporations (Relief to Facilitate Admission of Exchange Traded Funds) Instrument 2024/147.

For other legislative instruments or class orders before 1 January 2022 that affect the application of Ch 6, please consult the legislative instruments or class orders directly. These are reproduced in the regulatory-resources section of the company-law practice area in CCH iKnowConnect.

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 .

View history note

PART 6.4 - FORMULATING THE TAKEOVER OFFER

Division 1 - General

SECTION 619 GENERAL TERMS OF THE OFFER

CCH note: This provision is modified by legislative instruments. See the CCH note at the end of the provision for details.

Off-market bid

619(1)
All the offers made under an off-market bid must be the same.

Note: The offers may include alternative forms of consideration (see section 621 ).

619(2)
In applying subsection (1), disregard the following:

(a) any differences in the offers attributable to the fact that the number of securities that may be acquired under each offer is limited by the number of securities held by the holder;

(b) any differences in the offers attributable to the fact that the offers relate to securities having different accrued dividend or distribution entitlements;

(c) any differences in the offers attributable to the fact that the offers relate to securities on which different amounts are paid up or remain unpaid;

(d) any differences in the offers attributable to the fact that the bidder may issue or transfer only whole numbers of securities as consideration for the acquisition;

(e) any additional cash amount offered to holders instead of the fraction of a security that they would otherwise be offered.

Foreign holders

619(3)
If the consideration for the bid includes an offer of securities, the securities do not need to be offered to foreign holders of the target ' s securities if under the terms of the bid:

(a) the bidder must appoint a nominee for foreign holders of the target ' s securities who is approved by ASIC; and

(b) the bidder must transfer to the nominee:

(i) the securities that would otherwise be transferred to the foreign holders who accept the bid for that consideration; or

(ii) the right to acquire those securities; and

(c) the nominee must sell the securities, or those rights, and distribute to each of those foreign holders their proportion of the proceeds of the sale net of expenses.

CCH Note - modifying legislative instruments: Section 619 is modified by the following legislative instruments that commenced or were amended on or after 1 January 2022: the ASIC Corporations (Takeover Bids) Instrument 2023/683.

For modifying legislative instruments or class orders before 1 January 2022, please consult the legislative instruments or class orders directly. These are reproduced in the regulatory-resources section of the company-law practice area in CCH iKnowConnect.

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