Corporations Act 2001

CHAPTER 6A - COMPULSORY ACQUISITIONS AND BUY-OUTS  

PART 6A.2 - GENERAL COMPULSORY ACQUISITIONS AND BUY-OUTS  

Division 1 - Compulsory acquisition of securities by 90% holder  

SECTION 664C   COMPULSORY ACQUISITION NOTICE   Compulsory acquisition notice

664C(1)  
To compulsorily acquire securities under section 664A , the 90% holder must prepare a notice in the prescribed form that:

(a) sets out the cash sum for which the 90% holder proposes to acquire the securities; and

(b) specifies a period of at least 1 month during which the holders may return the objection forms; and

(c) informs the holders about the compulsory acquisition procedure under this Part, including:

(i) their right to obtain the names and addresses of the other holders of securities in that class from the company register; and

(ii) their right to object to the acquisition by returning the objection form that accompanies the notice within the period specified in the notice; and

(d) gives details of the consideration given for any securities in that class that the 90% holder or an associate has purchased within the last 12 months; and

(e) discloses any other information that is:

(i) known to the 90% holder or any related bodies corporate; and

(ii) material to deciding whether to object to the acquisition; and

(iii) not disclosed in an expert ' s report under section 667A .

664C(2)  
The 90% holder must then:

(a) lodge the notice with ASIC; and

(b) give each other person (other than a related body corporate) who is a holder of securities in the class on the day on which the notice is lodged with ASIC:

(i) the notice; and

(ii) a copy of the expert ' s report, or of all experts ' reports, under section 667A ; and

(iii) an objection form; and

(c) give the company copies of those documents; and

(d) give copies of those documents to the relevant market operator if the company is listed.

Note: Everyone who holds the securities on the day on which the notice is lodged with ASIC is entitled to notice. Under subsection 664E(1) , anyone who acquires the securities during the objection period may object to the acquisition.

Time for dispatching notice to holders

664C(3)  
The 90% holder must dispatch the notices under paragraph (2)(b) on the day the 90% holder lodges the notice with ASIC or on the next business day.

Manner of giving notice to holders

664C(4)  
The 90% holder may give the notice to a holder:

(a) personally; or

(b) by sending it by post to the address for the holder in the register of members, debenture holders or option holders.

A notice sent by post is taken to be given 3 days after it is posted.

664C(5)  
The notice may be sent:

(a) if the notice is to be sent to the holder outside Australia - by pre-paid airmail post or by courier; or

(b) if the notice is to be sent to the holder in Australia - by pre-paid ordinary post or by courier.

This subsection does not limit the manner in which the document may be sent to the holder.

Note: Section 109X makes general provision for service of documents.

Notice not to be withdrawn

664C(6)  
The 90% holder may not:

(a) withdraw a notice under this section; or

(b) if the 90% holder has given a notice under this section in relation to those securities and the objection period for that notice has not ended - give another notice under this section in relation to securities.