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 6.6 - VARIATION OF OFFERS  

Division 2 - Off-market bids (express variation by bidder)  

SECTION 650E   RIGHT TO WITHDRAW ACCEPTANCE  

650E(1)    
A person who accepts an offer made under an off-market bid may withdraw their acceptance of the offer if:

(a)    the bid is subject to a defeating condition; and

(b)    the bidder varies the offers under the bid in a way that postpones for more than 1 month the time when the bidder has to meet their obligations under the bid; and

(c)    the person is entitled to be given a notice of the variation under subsection 650D(1) .

650E(2)    
To withdraw their acceptance, the person must:

(a)    give the bidder notice within 1 month beginning on the day after the day on which the copy of the notice of the variation was received; and

(b)    return any consideration received by the person for accepting the offer.

650E(3)    

A notice under paragraph (2)(a) must:

(a)    comply with the conditions specified in regulations made for the purposes of this paragraph; or

(b)    if no such regulations are made - be in writing.

650E(4)    
To return consideration that includes securities, the person must:

(a)    

take any actions that are specified in regulations made for the purposes of this paragraph in relation to the return of those securities; or

(b)    

if no such regulations are made - give the bidder any transfer documents needed to effect the return of the securities.

650E(5)    
If the person withdraws their acceptance, the bidder must:

(a)    

take any actions that are specified in regulations made for the purposes of this paragraph in relation to the withdrawal of acceptance; and

(b)    return any documents that the person sent the bidder with the acceptance of the offer;

within 14 days after:

(c)    if the person does the things referred to in subsection (2) on the same day - that day; or

(d)    if the person does those things on different days - the last of those days.

650E(6)    
If under this section a person returns to a company any certificates (together with any necessary transfer documents) in respect of the securities issued by the company, the company must cancel those securities as soon as possible. Any reduction in share capital is authorised by this subsection.

650E(7)    

An offence based on subsection (5) or (6) is an offence of strict liability.

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