Corporations Act 2001
CHAPTER 6
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TAKEOVERS
PART 6.4
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FORMULATING THE TAKEOVER OFFER
Division 1
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General
SECTION 620
OFF-MARKET BID (OFFER FORMALITIES)
620(1)
[
Content of bid]
(a) be in writing; and
(b) have the same date; and
(c) provide that, unless withdrawn, it will remain open until the end of the offer period (see section 624); and
(d) state how, and when, the bidder is to satisfy their obligations. 620(2) [ Payment of consideration]
(a) if the bidder is given the necessary transfer documents with the acceptance - by the end of whichever of the following periods ends earlier:
(b) if the bidder is given the necessary transfer documents after the acceptance and before the end of the bid period - within 1 month after the bidder is given the necessary transfer documents; or
(c) if the bidder is given the necessary transfer documents after the acceptance and after the end of the bid period - within 21 days after the bidder is given the necessary transfer documents.
Each offer under an off-market bid must:
(a) be in writing; and
(b) have the same date; and
(c) provide that, unless withdrawn, it will remain open until the end of the offer period (see section 624); and
(d) state how, and when, the bidder is to satisfy their obligations. 620(2) [ Payment of consideration]
Each offer must provide that the bidder is to pay or provide the consideration for the offer:
(a) if the bidder is given the necessary transfer documents with the acceptance - by the end of whichever of the following periods ends earlier:
(i) 1 month after the offer is accepted or, if the offer is subject to a defeating condition, within 1 month after the takeover contract becomes unconditional
(ii) 21 days after the end of the offer period; or
(b) if the bidder is given the necessary transfer documents after the acceptance and before the end of the bid period - within 1 month after the bidder is given the necessary transfer documents; or
(c) if the bidder is given the necessary transfer documents after the acceptance and after the end of the bid period - within 21 days after the bidder is given the necessary transfer documents.
Note: Subsection 630(1) requires an offer that is subject to a defeating condition to specify a date for declaring whether the condition has been fulfilled or not.
620(3) [ Avoidance of contract]The offer may provide that the bidder may avoid the takeover contract if the bidder is not given the necessary transfer documents within 1 month after the end of the offer period.
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