Corporations Act 2001
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
Hide history noteCCH note: This provision is modified by legislative instruments. See the CCH note at the end of the provision for details.
A bidder, or an associate, must not, during the offer period for a takeover bid, give, offer to give or agree to give a benefit to a person if: (a) the benefit is likely to induce the person or an associate to:
(i) accept an offer under the bid; or
(b) the benefit is not offered to all holders of securities in the bid class under the bid.
(ii) dispose of securities in the bid class; and
623(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 .
623(2)
For the purpose of this section, a person does not receive a benefit that is not offered under a takeover bid merely because the person sells bid class securities on-market and the takeover bid is an off-market bid or a conditional bid.
623(3)
This section does not prohibit: (a) the variation of a takeover offer as provided by sections 649A to 650D ; or (b) an acquisition of securities through an on-market transaction; or (c) simultaneous takeover bids for different classes of securities in the target.
CCH Note - modifying legislative instruments: Section 623 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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