Corporations Act 2001

CHAPTER 6A - COMPULSORY ACQUISITIONS AND BUY-OUTS  

SECTION 660A  

660A   CHAPTER EXTENDS TO SOME LISTED BODIES THAT ARE NOT COMPANIES  

This Chapter extends to the acquisition of securities of listed bodies that are not companies but are incorporated or formed in Australia in the same way as it applies to the acquisition of securities of companies.

Note 1: Section 9 defines company and listed .

Note 2: This Chapter only applies to the acquisition of securities in a CCIV if the CCIV is a listed company: see section 1240E .

SECTION 660B   CHAPTER EXTENDS TO LISTED REGISTERED SCHEMES  

660B(1)    
This Chapter extends to the acquisition of interests in a registered scheme that is also listed as if:

(a)    the scheme were a company; and

(b)    interests in the scheme were shares in the company; and

(c)    voting interests in the scheme were voting shares in the company.

660B(2)    
If Part 6A.1 applies to a scheme at the end of the bid period for a takeover, that Part continues to apply to the scheme in relation to the takeover bid even if the scheme ceases to be listed.

660B(3)    
If Part 6A.2 applies to a scheme when a compulsory acquisition notice under section 664C is lodged, that Part (including Division 2 of that Part) continues to apply to the scheme in relation to the notice even if the scheme ceases to be listed.

660B(4)    

The regulations may modify the operation of this Chapter as it applies in relation to the acquisition of interests in listed registered schemes.

SECTION 660C  

660C   CHAPTER DOES NOT APPLY TO MCIs  

This Chapter does not apply to MCIs.

PART 6A.3 - COMPLETION OF COMPULSORY ACQUISITION OF SECURITIES  

SECTION 666A   COMPLETING THE ACQUISITION OF SECURITIES  

Completion to be by private treaty or statutory procedure.

666A(1)    
A person entitled to acquire securities under section 661A or 664A must either:

(a)    pay, issue or transfer the consideration to the holder, take a transfer of the securities from the holder and have the company that issued the securities register the transfer; or

(b)    complete the procedure laid down in section 666B ;

by the end of the period referred to in subsection (2) or (3) .

Strict liability offences

666A(1A)    

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

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

Time for completing compulsory acquisition following takeover

666A(2)    
For an acquisition under section 661A , the period ends 14 days after the later of:

(a)    the end of 1 month after the compulsory acquisition notice was lodged with ASIC under section 661B ; or

(b)    the end of 14 days after the last statement under section 661D was given if a request is made under that section; or

(c)    if an application to stop the acquisition is made to the Court under section 661E - the application is finally determined.

Time for completing compulsory acquisition under Part 6A.2

666A(3)    
For an acquisition under section 664A or 664F , the period ends 14 days after the later of:

(a)    the end of the objection period; or

(b)    if an application for approval of the acquisition is made to the Court under section 664F in relation to the securities - the application is finally determined.

SECTION 666B   STATUTORY PROCEDURE FOR COMPLETION  

666B(1)    
Under this section, the person acquiring the securities must:

(a)    give the company that issued the securities a copy of the compulsory acquisition notice under section 661B or 664C together with a transfer of the securities:

(i) signed as transferor by someone appointed by the person acquiring the securities; and

(ii) signed as transferee by the person acquiring the securities; and

(b)    pay, issue or transfer the consideration for the transfer to the company that issued the securities.

The person appointed under subparagraph (a)(i) has authority to sign the transfer on behalf of the holder of the securities.

666B(2)    
If the person acquiring the securities complies with subsection (1) , the company that issued the securities must:

(a)    register the person as the holder of the securities; and

(b)    hold the consideration received under subsection (1) in trust for the person who held the securities immediately before registration; and

(c)    give written notice to the person referred to in paragraph (b) as soon as practicable that the consideration has been received and is being held by the company pending their instructions as to how it is to be dealt with.

666B(3)    
If the consideration held under subsection (2) consists of, or includes, money, that money must be paid into a bank account opened and maintained for that purpose only.

666B(4)    

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

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