CORPORATIONS ACT 2001

CHAPTER 6 - TAKEOVERS  

PART 6.5 - THE TAKEOVER PROCEDURE  

Division 3 - The target's response  

SECTION 640   EXPERT'S REPORT TO ACCOMPANY TARGET'S STATEMENT IF BIDDER CONNECTED WITH TARGET  

640(1)   [ Need for expert's report]  

If:


(a) the bidder's voting power in the target is 30% or more; or


(b) for a bidder who is, or includes, an individual - the bidder is a director of the target; or


(c) for a bidder who is, or includes, a body corporate - a director of the bidder is a director of the target;

a target's statement given in accordance with section 638 must include, or be accompanied by, a report by an expert that states whether, in the expert's opinion, the takeover offers are fair and reasonable and gives the reasons for forming that opinion.

Note: Subsections 648A(2) and (3) provide for the independence of the expert and disclosure of any association between the target and the expert or the bidder and the expert. A contravention of one of those subsections results in the target's statement not complying with this subsection.

640(2)   [ Calculation of voting power]  

In determining whether the bidder's voting power in the target is 30% or more, calculate the bidder's voting power at the time the bidder's statement is sent to the target.

640(3)   [ 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 .


 

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