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 noteIf: (a) the bidder ' s voting power in the target is 30% or more; or (b) for a bidder who is, or includes, an individual - the bidder is a director of the target; or (c) for a bidder who is, or includes, a body corporate - a director of the bidder is a director of the target;
a target ' s statement given in accordance with section 638 must include, or be accompanied by, a report by an expert that states whether, in the expert ' s opinion, the takeover offers are fair and reasonable and gives the reasons for forming that opinion.
Note: Subsections 648A(2) and (3) provide for the independence of the expert and disclosure of any association between the target and the expert or the bidder and the expert. A contravention of one of those subsections results in the target ' s statement not complying with this subsection.
640(2)
In determining whether the bidder ' s voting power in the target is 30% or more, calculate the bidder ' s voting power at the time the bidder ' s statement is sent to the target.
640(3)
An offence based on subsection (1) is an offence of strict liability.
Note: For strict liability , see section 6.1 of the Criminal Code .
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