Corporations Act 2001
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 .
View history note
Hide history noteCCH Note: Division 1 is modified by the ASIC Corporations (Takeover Bids) Instrument 2023/683; the ASIC Corporations (Warrants: Relevant Interests and Associations) Instrument 2023/687; and the ASIC Corporations (Replacement Bidder ' s and Target ' s Statements) Instrument 2023/688.
CCH Note: Section 635 is modified by the ASIC Corporations (Takeover Bids) Instrument 2023/683; the ASIC Corporations (Warrants: Relevant Interests and Associations) Instrument 2023/687; and the ASIC Corporations (Replacement Bidder ' s and Target ' s Statements) Instrument 2023/688.
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 |
[ CCH Note: S 635(1) will be amended by No 69 of 2020, s 3, Sch 1[991] and [ 992], by inserting " Lodgement of a copy of a document mentioned in the table must meet any requirements of the data standards. " after " bid is made. " and substituting " the Registrar " for " ASIC " in table items 5, 7 and 12, column headed " Steps " , (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
635(2)
An offence based on subsection (1) is an offence of strict liability.
Note: For strict liability , see section 6.1 of the Criminal Code .
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