CORPORATIONS ACT 2001

CHAPTER 6 - TAKEOVERS  

PART 6.5 - THE TAKEOVER PROCEDURE  

Division 1 - The overall procedure  

SECTION 635   DETAILED STEPS IN A MARKET BID  

635(1)   [ Steps for bidder and target]  

The following table provides for the steps that a bidder must take to make an effective market bid and the steps that a target must take when a market bid is made.


Steps in market bid [ operative]
Steps Timing and relevant provisions
1 The bidder must prepare a bidder ' s statement. See section 636 for content of statement
2 The bidder must have the bid announced to the relevant financial market.
3 The bidder must send a copy of the bidder ' s statement to the relevant market operator To be done on the day the announcement is made
4 The bidder must send to the target: To be done on the day the announcement is made
· a copy of the bidder ' s statement; and
· a copy of any other document that was sent with the bidder ' s statement to the relevant market operator.
5 The bidder must lodge with ASIC: To be done on the day the announcement is made
· a copy of the bidder ' s statement; and
· a copy of any other document that was sent with the bidder ' s statement to the relevant market operator.
6 The bidder must send to each holder of bid class securities (other than the bidder): Within 14 days after the announcement is made.
Sections 648B and 648C provide for the manner in which documents may be sent to holders.
· a copy of the bidder ' s statement; and
· a copy of any other document that was sent with the bidder ' s statement to the relevant market operator.
7 The bidder must lodge with ASIC a copy of every other document sent to holders of bid class securities with the bidder ' s statement. To be done no later than the day copies of the bidder ' s statement have been sent to all holders of bid class securities
8 The bidder must give the relevant market operator a copy of every other document sent to holders of bid class securities with the bidder ' s statement. To be done no later than the day copies of the bidder ' s statement have been sent to all holders of bid class securities
9 The target must prepare a target ' s statement. See section 638 for content of statement
10 The target must send a copy of the target ' s statement to the relevant market operator. Within 14 days after the announcement is made
11 The target must send to the bidder: To be done on the day the target sends a copy of the target ' s statement to the relevant market operator
· a copy of the target ' s statement; and
· a copy of any other document that was sent with the target ' s statement to the relevant market operator.
12 The target must lodge with ASIC: To be done on the day the target sends a copy of the target ' s statement to the relevant market operator
· a copy of the target ' s statement; and
· a copy of any other document that was sent with the target ' s statement to the relevant market operator.
13 The target must send each holder of bid class securities: Within 14 days after the announcement is made.
Sections 648B and 648C provide for the manner in which documents may be sent to holders.
· a copy of the target ' s statement; and
· a copy of any other document that was sent with the target ' s statement to the relevant market operator.
14 The bidder must make offers for the securities under the bid through the relevant financial market. To be done on the next day after the end of the 14 day period referred to in item 13.
If the bidder does not make the offers at that time, the bidder contravenes this section.
Item 2 of the table in section 611 covers offers made by the bidder on market during the 14 day period between the announcement and the making of the offers under the bid

635(2)   [ Strict liability offence]  

An offence based on subsection (1) is an offence of strict liability.

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


This information is provided by CCH Australia Limited Link opens in new window. View the disclaimer and notice of copyright.