CORPORATIONS ACT 2001

CHAPTER 6 - TAKEOVERS  

PART 6.5 - THE TAKEOVER PROCEDURE  

Division 5 - General rules on takeover procedure  

Subdivision C - Effect of proportional takeover approval provisions  

SECTION 648E   RESOLUTION TO BE PUT IF PROPORTIONAL BID MADE  

648E(1)   [ Need for resolution]  

If:


(a) a company's constitution contains proportional takeover approval provisions; and


(b) offers are made under a proportional bid for a class of the company's securities;

then:


(c) the company's directors must ensure that a resolution to approve the bid is voted on in accordance with those provisions before the approving resolution deadline; and


(d) if the directors fail to ensure that a resolution of that kind is voted on before the deadline, each of the directors contravenes this subsection.

Note: Subsection 648D(2) sets the approving resolution deadline.

648E(2)   [ Notice of resolution]  

If a resolution to approve the bid is voted on in accordance with the proportional takeover approval provisions before the approving resolution deadline, the company must, on or before the deadline, give:


(a) the bidder; and


(b) if the company is listed - each relevant financial market;

a written notice stating that a resolution to approve the bid has been voted on and whether the resolution was passed or rejected.

648E(2A)   [ Strict liability offence]  

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

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

648E(3)   [ Deemed resolution]  

If no resolution to approve the bid has been voted on in accordance with the proportional takeover approval provisions as at the end of the day before the approving resolution deadline, a resolution to approve the bid is taken, for the purposes of those provisions, to have been passed in accordance with those provisions.


 

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