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 650D   OFF-MARKET BIDS - METHOD OF MAKING VARIATION  

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

(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)    
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.