Corporations Act 2001
The bidder must:
(a) prepare a notice in the prescribed form that:
(i) states that the bidder and their associates have relevant interests in at least 90% (by number) of the securities in the bid class; and
(ii) informs the holder of bid class securities about their right to be bought out under this Part; and
(iii) sets out the terms on which the holder may be bought out; and
(b) lodge the notice with ASIC; and
(c) give the notice to each other person who:
(i) is a holder of securities in the bid class on the day on which the notice is lodged with ASIC; and
(ii) has not been given a compulsory acquisition notice under section 661B when the notice under subsection (2) is given; and
(d) give the notice to each relevant market operator on the same day as it is lodged with ASIC if the target is listed.
If alternative forms of consideration were offered under the takeover bid, the notice must specify which of those forms will apply to the acquisition of the holder ' s securities if the holder does not give the bidder an election notice under subsection 662C(1) .
Note: The notice is [ sic ] be given to everyone who holds bid class securities on the day on which the notice is lodged with ASIC. Under section 662C , anyone who acquires the securities after that day may require the bidder to acquire the securities.
[ CCH Note: S 662B(1) will be amended by No 69 of 2020, s 3, Sch 1 - [ 1031], by omitting " in the prescribed form " after " prepare a notice " in para (a), inserting para (a)(iv), substituting " the Registrar " for " ASIC " in para (b), para (c)(i), para (d) and in the note, (effective 22 June 2022 or a day or days to be fixed by Proclamation). Para (a)(iv) will read:
(iv) meets any requirements of the data standards; and]
S 662B(1) amended by No 122 of 2001, s 3, Sch 1, Pt 2 [ 398A].
The bidder must dispatch the notices under paragraph (1)(c):
(a) during, or within 1 month after the end of, the offer period; and
(b) on the day the bidder lodges the notice with ASIC or on the next business day.
The notices cannot be withdrawn.
[ CCH Note: S 662B(2) 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).]
The bidder may give the notice to a holder:
(a) personally; or
(b) by sending it by post to the address for the holder in the register of members, debenture holders or option holders.
A notice sent by post is taken to be given 3 days after it is posted.662B(4)
The notice may be sent:
(a) if the notice is to be sent to the holder outside Australia - by pre-paid airmail post or by courier; or
(b) if the notice is to be sent to the holder in Australia - by pre-paid ordinary post or by courier.
This subsection does not limit the manner in which the document may be sent to the holder.
Note: Section 109X makes general provision for service of documents.
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