Commonwealth Consolidated Acts

CORPORATIONS ACT 2001 - SECT 661B

Compulsory acquisition notice

  (1)   To compulsorily acquire securities under subsection   661A(1) or (3), the bidder must:

  (a)   prepare a notice in the prescribed form that:

  (i)   informs the holders of the securities that the bidder is entitled to acquire their securities under that subsection; and

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

  (A)   their right under section   661D to obtain the names and addresses of everyone else the bidder has given the notice to; and

  (B)   their right under section   661E to apply to the Court for an order that the securities not be compulsorily acquired; and

  (b)   lodge the notice with ASIC; and

  (c)   give the notice to each other person who is:

  (i)   a holder of securities in the bid class; or

  (ii)   if the bidder elects under paragraph   661A(4)(c) to acquire securities that come to be in the bid class after the notice is given--a holder of the convertible securities referred to in that paragraph; and

  (d)   give a copy 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 of consideration will apply to the acquisition of the holder's securities if the holder does not elect one of the forms under paragraph   661C(2)(a).

Note:   Everyone who holds bid class securities on the day on which the notice is lodged with ASIC is entitled notice. Under section   661E, anyone who holds the securities after that day may apply to the Court to stop the acquisition.

Time for dispatching notices to holders

  (2)   The bidder must dispatch the notices under paragraph   (1)(c):

  (a)   during the offer period, or within 1 month after:

  (i)   the end of offer period if the acquisition is under subsection   661A(1); or

  (ii)   the court approval if the acquisition is under subsection   661A(3); and

  (b)   on the day the bidder lodges the notice with ASIC or on the next business day.

The notices cannot be withdrawn.

Strict liability offences

  (2A)   An offence based on subsection   (1) or (2) is an offence of strict liability.

Note:   For strict liability , see section   6.1 of the Criminal Code .