Corporations Act 2001
Sections and provisions with full text and the judgments that cite each one.
Section 645 — Form of supplementary statement
Identity as a supplementary statement (1) At the beginning of a supplementary bidder’s or target’s statement there must be: (a) a statement that it is a supplementary statement; and (b) an…
Section 646 — Consequences of lodging a supplementary statement
If a supplementary statement is lodged with ASIC, for the purposes of the application of this Chapter and Chapter 6B to events that occur after the lodgment, the bidder’s or target’s statement is…
Section 647 — To whom supplementary statement must be sent
(1) A supplementary bidder’s statement must be sent to the target as soon as practicable. (2) A supplementary target’s statement must be sent to the bidder as soon as practicable. (3) Either kind of…
Section 648A — Experts’ reports
(1) If the bidder or target obtains 2 or more reports each of which could be used for the purposes of subparagraph 636(1)(h)(iii) or subsection 640(1), the bidder’s or target’s statement must be…
Section 648B — Address at which bidder may send documents to holders of securities
The bidder may send a document to a holder of securities for the purposes of this Chapter at the address (including the electronic address, if any) shown for the holder in the information given to…
Section 648CB — Sending documents to holders of securities—effect of election by holder to be sent documents by target in particular form
(1) This section applies if the target for a takeover bid has informed the bidder in accordance with paragraph 641(1)(ab) that an election of a holder of securities under section 110E to be sent…
Section 648C — Sending documents to holders of securities—general
(1) This section applies if a document is required or permitted to be sent to a holder of securities under this Chapter. Note 1: Division 2 of Part 1.2AA provides for technology neutral sending of…
Section 648D — Constitution may contain proportional takeover approval provisions
(1) Subject to this Subdivision, the constitution of a company may contain provisions to the effect that, if offers are made under a proportional takeover bid for securities of the company: (a) the…
Section 648E — Resolution to be put if proportional bid made
(1) If: (a) a company’s constitution contains proportional takeover approval provisions; and (b) offers are made under a proportional bid for a class of the company’s securities; then: (c) the…
Section 648F — Effect of rejection of approval resolution
If a resolution to approve the bid is voted on, in accordance with the proportional takeover approval provisions, before the approving resolution deadline and is rejected: (a) despite section 652A:…
Section 648G — Including proportional takeover provisions in constitution
(1) A company’s proportional takeover approval provisions, unless sooner omitted from the constitution of the company, cease to apply at the end of: (a) unless paragraph (b) or (c) applies—3 years;…
Section 648H — Effect of Subdivision
This Subdivision applies notwithstanding anything contained in: (a) the operating rules of a financial market; or (b) the constitution of a company; or (c) any agreement.
Section 649A — General
A bidder may only vary the offers under a market bid in accordance with section 649B or 649C. Note: ASIC may allow other variations under section 655A.
Section 649B — Market bids—raising bid price
The bidder may vary the offers under a market bid to increase the price offered to acquire securities under the market bid. They may not do so, however, during the last 5 trading days of the relevant…
Section 649C — Market bids—extending the offer period
(1) The bidder may extend the offer period. The extension must be announced to the relevant financial market at least 5 trading days of the market before the end of the offer period. However, the…
Section 650A — General
(1) A bidder may only vary the offers under an off-market bid in accordance with section 650B, 650C or 650D. Note: ASIC may allow other variations under section 655A. (2) If the bidder varies the…
Section 650B — Off-market bids—consideration offered
Improving the consideration offered (1) The bidder may vary the offers made under the bid to improve the consideration offered: (a) by increasing a cash sum offered; or (b) by increasing the number…
Section 650C — Off-market bids—extension of offer period
(1) A bidder making an off-market bid may extend the offer period at any time before the end of the offer period. (2) If the bid is subject to a defeating condition, the bidder may extend the offer…
Section 650D — 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…
Section 650E — Right to withdraw acceptance
(1) A person who accepts an offer made under an off-market bid may withdraw their acceptance of the offer if: (a) the bid is subject to a defeating condition; and (b) the bidder varies the offers…
Section 650F — 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…
Section 650G — Contracts and acceptances void if defeating condition not fulfilled
All takeover contracts, and all acceptances that have not resulted in binding takeover contracts, for an off-market bid are void if: (a) offers made under the bid have at any time been subject to a…
Section 651A — Off-market bid—effect on bid consideration of purchases made outside bid
Effect of purchases outside bid on offers made under the bid (1) The offers made under an off-market bid, and the takeover contracts, are varied under this section if: (a) the bidder purchases…
Section 651B — How to make an election for new forms of consideration
(1) An election under section 650B or 651A to take a new form of consideration must be made: (a) by written notice to the bidder; and (b) within 1 month after the person receives the notice from the…
Section 651C — Returning securities as part of election
(1) If under section 651B a person returns to a company any certificates (together with any necessary transfer documents) in respect of the securities issued by a company, the company must cancel…
Section 652A — Withdrawal of unaccepted offers under takeover bid
Unaccepted offers under a takeover bid may only be withdrawn under section 652B or 652C.
Section 652B — Withdrawal of takeover offers with ASIC consent
Unaccepted offers under a takeover bid may be withdrawn with the written consent of ASIC. ASIC may consent subject to conditions.
Section 652C — Withdrawal of market bids
Bidder entitled to withdraw if certain events happen during the offer period (1) The bidder may withdraw unaccepted offers made under a market bid if 1 of the following happens during the bid period,…
Section 653A — Acceptance of offers made under off-market bid
If: (a) an offer is made under an off-market bid for quoted securities; and (b) regulations made for the purposes of this paragraph set out any requirements for the manner in which the acceptance of…
Section 653B — Acceptances by transferees and nominees of offers made under off-market bid
(1) If an off-market bid is made for securities: (a) a person who: (i) is able during the offer period to give good title to a parcel of those securities; and (ii) has not already accepted an offer…
Section 654A — Bidder not to dispose of securities during the bid period
(1) The bidder must not dispose of any securities in the bid class during the bid period. (1A) An offence based on subsection (1) is an offence of strict liability. Note: For strict liability, see…
Section 654B — Disclosures about substantial shareholdings in listed companies
During the bid period, substantial shareholding notices that need to be lodged under section 671B must be lodged by 9.30 am the next business day (rather than the usual 2 business days).
Section 654C — Disclosures about substantial shareholdings in unlisted companies
(1) A bidder making a bid for securities of an unlisted company must give the target a notice stating the bidder’s voting power in the target if, at a particular time during the bid period, the…
Section 655A — ASIC’s power to exempt and modify
(1) ASIC may: (a) exempt a person from a provision of this Chapter; or (b) declare that this Chapter applies to a person as if specified provisions were omitted, modified or varied as specified in…
Section 655B — Notice of decision and review rights
(1) Subject to subsection (2), ASIC must take such steps as are reasonable in the circumstances to give to each person whose interests are affected by a decision under section 655A a notice, in…
Section 656A — Review of exercise of exemption or modification powers
(1) The Takeovers Panel may review: (a) a decision of ASIC under section 655A; or (b) a decision of ASIC under section 673 in relation to securities of the target of a takeover bid during the bid…
Section 656B — Operation and implementation of a decision that is subject to review
(1) Subject to this section, applying to the Takeovers Panel under section 656A for review of an ASIC decision does not: (a) affect the operation of the decision; or (b) prevent the taking of action…
Section 657A — Declaration of unacceptable circumstances
(1) The Takeovers Panel may declare circumstances in relation to the affairs of a company to be unacceptable circumstances. Without limiting this, the Takeovers Panel may declare circumstances to be…
Section 657EA — Internal Takeovers Panel reviews
(1) The following may apply under this section for review by the Takeovers Panel of a decision of the Takeovers Panel made on an application under section 657C: (a) a party to the proceedings in…
Section 657B — When Takeovers Panel may make declaration
The Takeovers Panel can only make a declaration under section 657A within: (a) 3 months after the circumstances occur; or (b) 1 month after the application under section 657C for the declaration was…
Section 657EB — References by Courts
(1) A Court hearing proceedings in relation to a decision of the Takeovers Panel made on an application under section 657C may refer the decision to the Takeovers Panel for review. Note: Regulations…
Section 657C — Applying for declarations and orders
(1) The Takeovers Panel may make a declaration under section 657A, or an order under section 657D or 657E, only on an application made under this section. (2) An application for a declaration under…
Section 657D — Orders that Takeovers Panel may make following declaration
(1) The Takeovers Panel may make an order under subsection (2) if it has declared circumstances to be unacceptable under section 657A. It must not make an order if it is satisfied that the order…
Section 657E — Interim orders
(1) The Takeovers Panel, or the President of the Takeovers Panel, may make an interim order of a kind referred to in subsection 657D(2) in relation to circumstances even if: (a) there is no…
Section 657F — Offence to contravene Takeovers Panel order
(1) A person who contravenes an order made under section 657D or 657E commits an offence. (2) An offence based on subsection (1) is an offence of strict liability. Note: For strict liability, see…
Section 657G — Orders by the Court where contravention or proposed contravention of Takeovers Panel order
(1) If a person contravenes, or proposes to engage in conduct that would contravene, an order made by the Takeovers Panel under section 657D or 657E, the Court may make any orders it considers…
Section 657H — ASIC may publish report about application to Takeovers Panel or Court
(1) ASIC may publish a report, statement or notice in relation to an application it has made for: (a) a declaration of unacceptable circumstances under section 657A; or (b) an order under subsection…
Section 658A — Power of Takeovers Panel where a proceeding is frivolous or vexatious
(1) If an application is made to the Takeovers Panel under this Division, the Takeovers Panel may, at any stage of the proceeding, if it is satisfied that the application is frivolous or vexatious:…
Section 658B — Evidentiary value of findings of fact by Takeovers Panel
(1) A finding of fact recorded in an order by the Takeovers Panel, or a written statement of the reasons for an order of the Takeovers Panel, is proof of the fact in the absence of evidence to the…
Section 658C — Takeovers Panel’s power to make rules
(1) The President of the Takeovers Panel may, after consultation with members of the Takeovers Panel, make rules, not inconsistent with this Act or the Regulations, to clarify or supplement the…