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 noteCCH note - modifying legislative instruments: The application of Pt 6.8 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.
For legislative instruments or class orders before 1 January 2022 that affect the application of Pt 6.8, 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.
If an off-market bid is made for securities: (a) a person who:
(i) is able during the offer period to give good title to a parcel of those securities; and
may accept as if an offer on terms identical with the other offers made under the bid had been made to that person in relation to those securities; and (b) a person who holds 1 or more parcels of those securities as trustee or nominee for, or otherwise on account of, another person may accept as if a separate offer had been made in relation to:
(ii) has not already accepted an offer under the bid for those securities;
(i) each of those parcels; and
(ii) any parcel they hold in their own right.
If a person accepts an offer under a proportional takeover bid for securities, no-one else may accept an offer under the bid in respect of those securities.
Note: Section 9 defines proportional takeover bid . See paragraph 618(1)(b).
653B(2)
For the purposes of this section: (a) a person is taken to hold securities if the person is, or is entitled to be registered as, the holder of the securities; and (b) a person is taken to hold the securities on trust for, as nominee for or on account of another person if they:
(i) are entitled to be registered as the holder of particular securities; and
(c) in determining under subsection (1) whether a person has accepted an offer for particular securities under a takeover bid, a person who accepts an offer under a proportional takeover bid is taken to have accepted the offer for all the securities in the bid class that they hold at the time they accept the offer.
(ii) hold their interest in the securities on trust for, as nominee for or on account of that other person; and
653B(3)
If under paragraph (1)(b) a person may accept as if a separate offer is taken to be made to a person for a parcel of securities within a holding, an acceptance of that offer is ineffective unless: (a) the person gives the bidder a notice stating that the securities consist of a separate parcel; and (b) the acceptance specifies the number of securities in the parcel.
653B(4)
A notice under subsection (3) must: (a) comply with the conditions specified in regulations made for the purposes of this paragraph that provide for the manner of giving the notice; or (b) if no such regulations are made - be in writing.
653B(5)
A person contravenes this subsection if: (a) they purport to accept an offer under this section; and (b) the acceptance is not made in accordance with this section.
The acceptance is, however, as valid as it would have been if it had been made in accordance with this section.
653B(6)
A person may, at the one time, accept for 2 or more parcels under this section as if there had been a single offer for a separate parcel consisting of those parcels.
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