Corporations Act 2001

CHAPTER 6 - TAKEOVERS  

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 .

PART 6.4 - FORMULATING THE TAKEOVER OFFER  

Division 4 - Conditional offers  

SECTION 630   DEFEATING CONDITIONS  

Off-market bid may include defeating conditions

630(1)    
Offers under an off-market bid may be made subject to a defeating condition only if the offers specify a date (not more than 14 days and not less than 7 days before the end of the offer period) for giving a notice on the status of the condition.

630(2)    
If the offer period is extended by a period:

(a)    the date for giving the notice is taken to be postponed for the same period; and

(b)    as soon as practicable after the extension, the bidder must give a notice that states:

(i) the new date for giving the notice of the status of the condition; and

(ii) whether the offers have been freed from the condition and whether, so far as the bidder knows, the condition has been fulfilled on the date the notice under this subsection is given.

Bidder to give notice of status of defeating condition near end of offer period

630(3)    
On the date determined under subsection (1) or (2) , the bidder must give a notice that states:

(a)    whether the offers are free of the condition; and

(b)    whether, so far as the bidder knows, the condition was fulfilled on the date the notice is given; and

(c)    the bidder's voting power in the target.

The bidder must comply with this subsection whether or not the bidder has given a notice under subsection (4) or 650F(1) .

Note: The offers may be freed of the condition by a declaration by the bidder under subsection 650F(1) .

Bidder to give notice if defeating condition fulfilled

630(4)    
If the condition is fulfilled (so that the offers become free of the condition) during the bid period but before the date for publishing the notice on the status of the condition, the bidder must publish as soon as practicable a notice that states that the condition has been fulfilled.

630(5)    
A notice under this section is given by:

(a)    giving the notice to the target; and

(b)    

for quoted bid class securities - giving the notice to the relevant market operator; and

(c)    for unquoted bid class securities - lodging the notice with ASIC.

Strict liability offences

630(6)    

An offence based on subsection (2) , (3) or (4) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code .