Corporations Act 2001
If the offers under an off-market bid are subject to a defeating condition, the bidder may free the offers, and the takeover contracts, from the condition only by giving the target a notice declaring the offers to be free from the condition in accordance with this section:
(a) if the condition is that the bidder may withdraw unaccepted offers if an event or circumstance referred to in subsection 652C(1) or (2) occurs in relation to the target - not later than 3 business days after the end of the offer period; or
(b) in any other case - not less than 7 days before the end of the offer period. 650F(2)
The notice must:
(a) state that the offers are free from the condition; and
(b) specify the bidder ' s voting power in the company. 650F(3)
The notice must be:
(a) if the securities in the bid class are quoted - given to the relevant market operator; and
(b) if those securities are not quoted - lodged with ASIC.
[ CCH Note: S 650F(3) will be amended by No 69 of 2020, s 3, Sch 1, by substituting " the Registrar " for " ASIC " in para (b) (effective 22 June 2022 or a day or days to be fixed by Proclamation).]
[ CCH Note: S 650F(3A) will be inserted by No 69 of 2020, s 3, Sch 1 (effective 22 June 2022 or a day or days to be fixed by Proclamation). S 650F(3A) will read:
If the notice is lodged with the Registrar, the lodgement must meet any requirements of the data standards.]
An offence based on subsection (3) is an offence of strict liability.
Note: For strict liability , see section 6.1 of the Criminal Code .
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