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 6.4 - FORMULATING THE TAKEOVER OFFER  

Division 2 - Consideration for the offer  

SECTION 621   CONSIDERATION OFFERED  

Off-market bid - general

621(1)    
A bidder making an off-market bid for securities may offer any form of consideration for the securities, including:

(a)    a cash sum; or

(b)    securities (including shares, debentures, interests in a managed investment scheme or options); or

(c)    a combination of a cash sum and securities.

Note: Sections 650B and 651A deal with variations of the consideration offered under the bid.

Market bid - cash only

621(2)    

As the offers under a market bid for securities are made through a prescribed financial market, the bidder must offer to acquire the securities for a cash sum only for each security.

Note: Section 649B deals with variations of the price offered under the bid.

All bids - minimum consideration if bidder purchased securities in the 4 months before the bid

621(3)    
The consideration offered for securities in the bid class under a takeover bid must equal or exceed the maximum consideration that the bidder or an associate provided, or agreed to provide, for a security in the bid class under any purchase or agreement during the 4 months before the date of the bid.

621(4)    
For the purposes of subsection (3) , the consideration offered or provided for a security is:

(a)    if the consideration offered or provided is a cash sum only - the amount of that cash sum; or

(b)    if the consideration offered or provided does not include a cash sum - the value of that consideration; or

(c)    if the consideration offered or provided is a cash sum and other consideration - the sum of the amount of the cash sum and the value of the other consideration.

The value of consideration that is not a cash sum is to be ascertained as at the time the relevant offer, purchase or agreement is made.

621(5)    
If:

(a)    a person agrees to buy a security in a company; and

(b)    the agreement provides that the price payable for the security is a price specified in the agreement but may be varied in accordance with the terms of the agreement;

any variation in price under the agreement is to be disregarded in working out, for the purposes of subsection (3) , the price agreed to be paid for the security under the agreement.