Corporations Act 2001

CHAPTER 6A - COMPULSORY ACQUISITIONS AND BUY-OUTS  

PART 6A.2 - GENERAL COMPULSORY ACQUISITIONS AND BUY-OUTS  

Division 1 - Compulsory acquisition of securities by 90% holder  

SECTION 664C   COMPULSORY ACQUISITION NOTICE  

664C(1)   Compulsory acquisition notice.  

To compulsorily acquire securities under section 664A, the 90% holder must prepare a notice in the prescribed form that:


(a) sets out the cash sum for which the 90% holder proposes to acquire the securities; and


(b) specifies a period of at least 1 month during which the holders may return the objection forms; and


(c) informs the holders about the compulsory acquisition procedure under this Part, including:


(i) their right to obtain the names and addresses of the other holders of securities in that class from the company register; and

(ii) their right to object to the acquisition by returning the objection form that accompanies the notice within the period specified in the notice; and


(d) gives details of the consideration given for any securities in that class that the 90% holder or an associate has purchased within the last 12 months; and


(e) discloses any other information that is:


(i) known to the 90% holder or any related bodies corporate; and

(ii) material to deciding whether to object to the acquisition; and

(iii) not disclosed in an expert's report under section 667A.

664C(2)   [ Obligation to notify and provide documents]  

The 90% holder must then:


(a) lodge the notice with ASIC; and


(b) give each other person (other than a related body corporate) who is a holder of securities in the class on the day on which the notice is lodged with ASIC:


(i) the notice; and

(ii) a copy of the expert's report, or of all experts' reports, under section 667A; and

(iii) an objection form; and


(c) give the company copies of those documents; and


(d) give copies of those documents to the relevant market operator if the company is listed.

Note: Everyone who holds the securities on the day on which the notice is lodged with ASIC is entitled to notice. Under subsection 664E(1), anyone who acquires the securities during the objection period may object to the acquisition.

664C(3)   Time for dispatching notice to holders.  

The 90% holder must dispatch the notices under paragraph (2)(b) on the day the 90% holder lodges the notice with ASIC or on the next business day.

664C(4)   Manner of giving notice to holders.  

The 90% holder 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.

664C(5)   [ Method of dispatch]  

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.

664C(6)   Notice not to be withdrawn.  

The 90% holder may not:


(a) withdraw a notice under this section; or


(b) if the 90% holder has given a notice under this section in relation to those securities and the objection period for that notice has not ended - give another notice under this section in relation to securities.


 

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