CORPORATIONS ACT 2001

CHAPTER 6A - COMPULSORY ACQUISITIONS AND BUY-OUTS  

PART 6A.2 - GENERAL COMPULSORY ACQUISITIONS AND BUY-OUTS  

Division 1 - Compulsory acquisition of securities by 90% holder  

SECTION 664D   BENEFITS OUTSIDE COMPULSORY ACQUISITION PROCEDURE  

664D(1)   [ Benefits during objection period]  

If the 90% holder gives a notice under section 664C to compulsorily acquire securities, the 90% holder or an associate must not offer, give or agree to give a benefit to a person during the objection period if:


(a) the benefit is likely to induce the person, or an associate of the person, to:


(i) dispose of securities in that class; or

(ii) not object to the acquisition of those securities under the notice; and


(b) the benefit is not provided for in the notice.

664D(2)   [ Benefits within four month period]  

If the 90% holder proposes to give a notice under section 664C to acquire securities within the next 4 months, the 90% holder or an associate must not offer, give or agree to give a benefit to a person if:


(a) the benefit is likely to induce the person, or an associate of the person, to:


(i) dispose of securities in that class; or

(ii) not object to the acquisition of those securities under the notice; and


(b) the benefit is not proposed to be provided for in the notice.

664D(3)   [ Benefits to a person]  

If the 90% holder gives a notice under section 664C to compulsorily acquire securities, the 90% holder or an associate must not give a benefit to a person:


(a) within 1 month after the end of the objection period (see subsection 664F(2)); or


(b) during any proceedings by the Court to determine an application under subsection 664F(1) by the 90% holder;

if:


(c) the benefit is likely to induce the person, or an associate of the person, to:


(i) not object, or pursue an objection, to the acquisition of those securities under the notice; or

(ii) dispose of securities in that class; and


(d) the benefit is not offered to all holders of securities in that class under the notice.

664D(3A)   [ Strict liability offence]  

An offence based on subsection (1), (2) or (3) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code .

664D(4)   [ Simultaneous notices]  

This section does not prohibit simultaneous notices under section 664C to compulsorily acquire different classes of securities in the company.


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