THE CORPORATIONS LAW

CHAPTER 6 - TAKEOVERS

PART 6.6 - VARIATION OF OFFERS

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

SECTION 650D   OFF-MARKET BIDS - METHOD OF MAKING VARIATION  

650D(1)  Variation to be made by notice to the target and holders.  

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

(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

(b)  lodge the notice with ASIC; and

(c)  after the notice is lodged, give the notice to:

(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.

650D(2)  [Obligation to send notice]  

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)  [Signatures required]  

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 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 that has only one director - that director.

650D(4)  [Content of notice]  

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.