Corporations Act 2001
CCH Note: Division 2 is modified by the ASIC Corporations (Takeover Bids) Instrument 2023/683; and the ASIC Corporations (Compulsory Acquisitions and Buyouts) Instrument 2023/684.
CCH Note: Section 665B is modified by the ASIC Corporations (Takeover Bids) Instrument 2023/683; and the ASIC Corporations (Compulsory Acquisitions and Buyouts) Instrument 2023/684.
Notice to holders of convertible securities
665B(1)
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
(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:
(iv) informs the holder of convertible securities about their right to be bought out under this Part; and
(i) the notice; 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.
(ii) a copy of the expert ' s report, or all experts ' reports, under section 667A ; and
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[1048] - [ 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 1 July 2026 or a day or days to be fixed by Proclamation). Para (a)(v) will read:
(v) meets any requirements of the data standards; and]
View history note
Hide history note[ CCH Note: S 665B(1A) will be inserted by No 69 of 2020, s 3, Sch 1[1052] (effective 1 July 2026 or a day or days to be fixed by Proclamation). S 665B(1A) will read:
Lodgement requirements
665B(1A)
Lodgement of the notice with the Registrar must meet any requirements of the data standards.]
Time for dispatching notice to holders
665B(2)
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[1053], by substituting " the Registrar " for " ASIC " in para (b) (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
665B(3) - (4)
(Repealed by No 69 of 2023, s 3, Sch 1[54] and [ 55] (effective 15 September 2023).)
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