Section 650F — Corporations Act 2001: Freeing off-market bids from defeating conditions

(1) 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. (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. (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. (4) An offence based on subsection (3) is an offence of strict liability. Note: For strict liability, see section 6.1 of the Criminal Code.