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.

664C(4) - (5)    

(Repealed by No 69 of 2023, s 3, Sch 1[50] and [ 51] (effective 15 September 2023).)

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.