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 .

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PART 6.5 - THE TAKEOVER PROCEDURE

Division 3 - The target ' s response

SECTION 641A USE OR DISCLOSURE OF INFORMATION OBTAINED FROM TARGET

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641A(1)
A person (the first person ) contravenes this subsection if:

(a) the target gives the bidder information under section 641 in relation to another person; and

(b) the first person:

(i) is the bidder; or

(ii) obtains the information from the bidder (whether directly or indirectly); and

(c) the first person uses or discloses the information; and

(d) the use or disclosure is not for the purposes of sending a document, or otherwise complying with an obligation under this Act, in relation to:

(i) the takeover bid; or

(ii) a compulsory acquisition of securities under Part 6A.1 relating to the takeover bid.

Civil penalty:

(a) for an individual - 2,000 penalty units; and

(b) for a body corporate - 10,000 penalty units.

641A(2)
Subsection (1) does not apply if the use or disclosure is required or permitted by a law of the Commonwealth or a prescribed law of a State or internal Territory.

641A(3)
A person who contravenes subsection (1) is not guilty of an offence.

Note: Subsection (1) is a civil penalty provision (see section 1317E ).

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