Commonwealth Consolidated Acts

CORPORATIONS ACT 2001 - SECT 670A

  (1)   A person must not give:

  (a)   a bidder's statement;

  (b)   a takeover offer document;

  (c)   a notice of variation of a takeover offer;

  (d)   a target's statement;

  (e)   a compulsory acquisition notice under section   661B or 664C;

  (f)   a compulsory buy - out notice under section   662B, 663B or 665B;

  (g)   a report that is included in, or accompanies, a statement or notice referred to in paragraphs   (a) to (f);

if there is:

  (h)   for all documents--a misleading or deceptive statement in the document; or

  (i)   for a bidder's statement or target's statement--an omission from the document of material required by section   636 or 638; or

  (j)   for a bidder's statement or a target's statement--a new circumstance that:

  (i)   has arisen since the document was lodged; and

  (ii)   would have been required by section   636 or 638 to be included in the document if it had arisen before the document was lodged; or

  (k)   for an expert's report under subsection   636(2) or section   640, 663B, 664C or 665B--an omission from the report of material required by subsection   648A(3) or 667B(2).

Note 1:   See section   670D for defences.

Note 2:   Section   1041H imposes liabilities in respect of other conduct related to the dealings in securities.

Forecasts and other forward - looking statement

  (2)   A person is taken to make a misleading statement about a future matter (including the doing of, or refusing to do, an act) if they do not have reasonable grounds for making the statement. This subsection does not limit the meaning of a reference to a misleading statement or a statement that is misleading in a material particular.

Offence if statement, omission or new matter materially adverse

  (3)   A person commits an offence if they contravene subsection   (1) and:

  (a)   the misleading or deceptive statement; or

  (b)   the omission or new circumstance;

is materially adverse from the point of view of the holder of securities to whom the document is given.

Civil liability

  (4)   A person contravenes this subsection if:

  (a)   the person contravenes subsection   (1); and

  (b)   either:

  (i)   the misleading or deceptive statement; or

  (ii)   the omission or new circumstance;

    is materially adverse from the point of view of the holder of securities to whom the document is given.

Note:   This subsection is a civil penalty provision (see section   1317E).