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 noteSubject to this Subdivision, the constitution of a company may contain provisions to the effect that, if offers are made under a proportional takeover bid for securities of the company: (a) the registration of a transfer giving effect to a takeover contract for the bid is prohibited unless and until a resolution (an approving resolution ) to approve the bid is passed in accordance with the provisions; and (b) a person (other than the bidder or an associate of the bidder) who, as at the end of the day on which the first offer under the bid was made, held bid class securities is entitled to vote on an approving resolution; and (c) an approving resolution is to be voted on in whichever of the following ways is specified in the provisions:
(i) at a meeting, convened and conducted by the company, of the persons entitled to vote on the resolution;
or, if the provisions so provide, in whichever of those ways is determined by the directors of the company; and (d) an approving resolution that has been voted on is taken to have been passed if the proportion that the number of votes in favour of the resolution bears to the total number of votes on the resolution is greater than the proportion specified in the provisions, and otherwise is taken to have been rejected.
(ii) by means of a postal ballot conducted by the company in accordance with a procedure set out in the provisions;
The proportion specified under paragraph (d) must not exceed 50%.
Note: Section 9 defines proportional takeover bid . See paragraph 618(1)(b) .
648D(2)
To be effective, an approving resolution in relation to a proportional takeover bid must be passed before the approving resolution deadline . The deadline is the 14th day before the last day of the bid period.
Note: In certain circumstances, an approving resolution will be taken to have been passed (see subsection 648E(3) ).
648D(3)
Except to the extent to which a company ' s constitution provides otherwise: (a) the provisions that apply to a general meeting of the company apply, with such modifications as the circumstances require, to a meeting convened under the company ' s proportional takeover approval provisions; and (b) those provisions apply as if the meeting convened under the proportional takeover provisions were a general meeting of the company.
The provisions referred to in paragraph (a) may be the provisions of a law, provisions of the company ' s constitution or any other provisions.
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