Corporations Act 2001
The 100% holder must:
(a) prepare a notice in the prescribed form that:
(i) states that the person giving the notice has acquired all the securities in the main class; and
(ii) sets out the information that was included in the compulsory acquisition notice given in relation to securities in the main class under paragraphs 664C(1)(d) and (e); and
(iii) sets out the cash sum for which they are willing to acquire the convertible securities; and
(iv) informs the holder of convertible securities about their right to be bought out under this Part; and
(b) lodge the notice with ASIC; and
(c) give each other person who is a holder of convertible securities on the day on which the notice is lodged with ASIC:
(i) the notice; and
(ii) a copy of the expert ' s report, or all experts ' reports, under section 667A ; and
(d) give a copy of the documents to the company that issued the securities; and
(e) give a copy of the documents to each relevant market operator on the same day as it is lodged with ASIC if the company is listed.
Note 1: Subparagraph (a)(iv) - Section 667A deals with the contents of an expert's report.
Note 2: The notice is to be given to everyone who holds convertible securities on the day on which the notice is lodged with ASIC. Under section 665C , anyone who holds the securities after that day may require the 100% holder to acquire the securities.
[ CCH Note: S 665B(1) will be amended by No 69 of 2020, s 3, Sch 1 - [ 1051], by omitting " in the prescribed form " after " prepare a notice " in para (a), inserting para (a)(v) and substituting " the Registrar " for " ASIC " in para (b), (c), (e) and in note 2, (effective 22 June 2022 or a day or days to be fixed by Proclamation). Para (a)(v) will read:
(v) meets any requirements of the data standards; and]
[ CCH Note: S 665B(1A) will be inserted by No 69 of 2020, s 3, Sch 1 (effective 22 June 2022 or a day or days to be fixed by Proclamation). S 665B(1A) will read:
Lodgement of the notice with the Registrar must meet any requirements of the data standards.]
The 100% holder must dispatch the notices and reports under paragraph (1)(c):
(a) within 1 month after they become the 100% holder; and
(b) on the day the 100% holder lodges the notice with ASIC or on the next business day.
The notices cannot be withdrawn.
[ CCH Note: S 665B(2) will be amended by No 69 of 2020, s 3, Sch 1, by substituting " the Registrar " for " ASIC " , (effective 22 June 2022 or a day or days to be fixed by Proclamation).]
The 100% holder may give the notice or report 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 or report sent by post is taken to be given 3 days after it is posted.665B(4)
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.