Corporations Act 2001
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: Division 2 is modified by the ASIC Corporations (Takeover Bids) Instrument 2023/683; the ASIC Corporations (Warrants: Relevant Interests and Associations) Instrument 2023/687; and the ASIC Corporations (Replacement Bidder ' s and Target ' s Statements) Instrument 2023/688.
CCH Note: Section 650D is modified by the ASIC Corporations (Takeover Bids) Instrument 2023/683; the ASIC Corporations (Warrants: Relevant Interests and Associations) Instrument 2023/687; and the ASIC Corporations (Replacement Bidder ' s and Target ' s Statements) Instrument 2023/688.
Variation to be made by notice to the target and holders
650D(1)
To vary offers under an off-market bid, the bidder must: (a) prepare a notice that:
(i) sets out the terms of the proposed variation; and
(b) lodge the notice with ASIC; and (c) after the notice is lodged, give the notice to:
(ii) if the bid is subject to a defeating condition and the proposed variation postpones for more than 1 month the time by which the bidder must satisfy their obligations under the bid - informs people about the right to withdraw acceptances under section 650E ; and
(i) the target; and
(ii) everyone to whom offers were made under the bid.
Note: Sections 648B and 648C provide for the manner in which documents may be sent to holders.
[ CCH Note 1: S 650D(1) will be amended by No 69 of 2020, s 3, Sch 1[1010], by substituting " the Registrar " for " ASIC " in para (b) (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
[ CCH Note 2: S 650D(1A) will be inserted by No 69 of 2020, s 3, Sch 1[1011] (effective 1 July 2026 or a day or days to be fixed by Proclamation). S 650D(1A) will read:
650D(1A)
Lodgement of the notice must meet any requirements of the data standards.]
650D(2)
A person must be sent a copy of the notice under subparagraph (1)(c)(ii) even if they have already accepted the offer. However, they need not be sent a copy if: (a) the variation merely extends the offer period; and (b) the bid is not subject to a defeating condition at the time the notice is given to the target.
650D(3)
A notice under subsection (1) must be signed by: (a) if the bidder is, or includes, an individual - the individual; and (b) if the bidder is, or includes, a body corporate (other than a notified foreign passport fund) with 2 or more directors - not fewer than 2 of the directors who are authorised to sign the notice by a resolution passed at a directors ' meeting; and (c) if the bidder is, or includes, a body corporate (other than a notified foreign passport fund) that has only one director - that director.
650D(4)
A copy of a notice given to a person under subparagraph (1)(c)(ii) must include a statement that: (a) a copy of the notice was lodged with ASIC on a specified date; and (b) ASIC takes no responsibility for the contents of the notice.
[ CCH Note: S 650D(4) will be amended by No 69 of 2020, s 3, Sch 1[1012] and [ 1013], by substituting para (a) and " neither ASIC nor the Registrar takes " for " ASIC takes no " in para (b) (effective 1 July 2026 or a day or days to be fixed by Proclamation). Para (a) will read:
(a) the notice was lodged with the Registrar on a specified date; and]
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