CORPORATIONS ACT 2001

CHAPTER 6A - COMPULSORY ACQUISITIONS AND BUY-OUTS  

PART 6A.1 - COMPULSORY ACQUISITIONS AND BUY-OUTS FOLLOWING TAKEOVER BID  

Division 3 - Compulsory buy-out of convertible securities  

SECTION 663B   BIDDER TO TELL HOLDERS OF CONVERTIBLE SECURITIES OF THEIR RIGHT TO BE BOUGHT OUT  

663B(1)   Notice to holders of convertible securities.  

The bidder must:

(a) prepare a notice in the prescribed form that:

(i) states that the bidder and their associates have relevant interests in at least 90% of the securities (by number) in the bid class; and

(ii) informs the holder of convertible securities about their right to be bought out under this Part; and

(iii) sets out the terms on which the holder may be bought out; and

(b) lodge the notice with ASIC; and

(c) give each other person who is a holder of convertible securities:

(i) the notice; and

(ii) a copy of the expert's report, or of all the experts' reports, under section 667A; and

(d) give a copy of those documents to each relevant market operator on the same day as it is lodged with ASIC if the target is listed.

Note 1: Subparagraph (a)(iii) - 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 663C, anyone who acquires the securities after that day may require the bidder to acquire the securities.

663B(2)   Time for dispatching notice to holders.  

The bidder must dispatch the notices and reports under paragraph (1)(c):

(a) during, or within 1 month after the end of, the offer period; and

(b) on the day the bidder lodges the notice with ASIC or on the next business day.

The notices cannot be withdrawn.

663B(3)   Manner of giving notice to holders.  

The bidder 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.

663B(4)   [ Method of dispatch]  

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.