Corporations Act 2001



Division 2 - Off-market bids (express variation by bidder)  


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.

The notice must:

(a) state that the offers are free from the condition; and

(b) specify the bidder ' s voting power in the company.

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.


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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