Section 650D — Corporations Act 2001: Off-market bids—method of making variation

Variation to be made by notice to the target and holders (1) To vary offers under an off-market bid, the bidder must: (a) prepare a notice that: (i) sets out the terms of the proposed variation; and (ii) if the bid is subject to a defeating condition and the proposed variation postpones for more than 1 month the time by which the bidder must satisfy their obligations under the bid—informs people about the right to withdraw acceptances under section 650E; and (b) lodge the notice with ASIC; and (c) after the notice is lodged, give the notice to: (i) the target; and (ii) everyone to whom offers were made under the bid. Note: Sections 648B and 648C provide for the manner in which documents may be sent to holders. (2) A person must be sent a copy of the notice under subparagraph (1)(c)(ii) even if they have already accepted the offer. However, they need not be sent a copy if: (a) the variation merely extends the offer period; and (b) the bid is not subject to a defeating condition at the time the notice is given to the target. (3) A notice under subsection (1) must be signed by: (a) if the bidder is, or includes, an individual—the individual; and (b) if the bidder is, or includes, a body corporate (other than a notified foreign passport fund) with 2 or more directors—not fewer than 2 of the directors who are authorised to sign the notice by a resolution passed at a directors’ meeting; and (c) if the bidder is, or includes, a body corporate (other than a notified foreign passport fund) that has only one director—that director. (4) A copy of a notice given to a person under subparagraph (1)(c)(ii) must include a statement that: (a) a copy of the notice was lodged with ASIC on a specified date; and (b) ASIC takes no responsibility for the contents of the notice.