Commonwealth Numbered Acts

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 414

414. (1) In this section:

"dissenting shareholder", in relation to a scheme or contract, means a
shareholder who has not assented to the scheme or contract or who has failed
to transfer his, her or its shares in accordance with the scheme or contract;

"excluded shares", in relation to a scheme or contract involving a transfer to
a person of shares in a class of shares in a company, means shares in that
class that, when the offer relating to the scheme or contract is made, are
held by:

   (a)  in any case-the person or a nominee of the person; or

   (b)  if the person is a body corporate-a subsidiary of the body.

(2) Where a scheme or contract (not being a scheme or contract arising out of
the making of takeover offers, or a takeover announcement, under Chapter 6)
involving a transfer of shares in a class of shares in a company (in this
section called the "transferor company") to a person (in this section called
the "transferee") has, within 4 months after the making of the offer relating
to the scheme or contract by the transferee, been approved by the holders of
at least nine-tenths in nominal value of the shares included in that class of
shares (other than excluded shares), the transferee may, within 2 months after
the offer has been so approved, give notice as prescribed to a dissenting
shareholder that the transferee wishes to acquire the shares held by that
shareholder.

(3) Where such a notice is given, then, unless the Court orders otherwise on
an application by a dissenting shareholder made within one month after the day
on which the notice was given or within 14 days after a statement is supplied
under subsection (7) to a dissenting shareholder, whichever is the later, the
transferee is entitled and bound, subject to this section, to acquire those
shares on the terms on which, under the scheme or contract, the shares of the
approving shareholders are to be transferred to the transferee.

(4) Where alternative terms were offered to the approving shareholders, the
dissenting shareholder is entitled to elect not later than the end of one
month after the date on which the notice is given under subsection (2) or 14
days after a statement is supplied under subsection (7), whichever is the
later, which of those terms he, she or it prefers and, if he, she or it fails
to make the election within the time allowed by this subsection, the
transferee may, unless the Court otherwise orders, determine which of those
terms is to apply to the acquisition of the shares of the dissenting
shareholder.

(5) Notwithstanding subsections (3) and (4), where the nominal value of the
excluded shares exceeds one-tenth of the aggregate nominal value of the
excluded shares and the shares (other than excluded shares) to be transferred
under the scheme or contract, those subsections do not apply unless:

   (a)  the transferee offers the same terms to all holders of the shares
        (other than excluded shares) to be transferred under the scheme or
        contract; and

   (b)  the holders who approve the scheme or contract together hold at least
        nine-tenths in nominal value of the shares (other than
        excluded shares) to be transferred under the scheme or contract and
        are also at least three-quarters in number of the holders of those
        shares.

(6) For the purposes of paragraph (5) (b), 2 or more persons registered as
holding shares jointly shall be counted as one person.

(7) When a notice is given under subsection (2), the dissenting shareholder
may, by written notice given to the transferee within one month after the day
on which the notice was given under subsection (2), ask for a statement in
writing of the names and addresses of all other dissenting shareholders as
shown in the register of members.

(8) Where a notice is given under subsection (7), the transferee shall comply
with it.

(9) Where, under a scheme or contract referred to in subsection (2), the
transferee becomes beneficially entitled to shares in the transferor company
which, together with any other shares in the transferor company to which the
transferee or, where the transferee is a body corporate, a body corporate
related to the transferee is beneficially entitled, comprise or include
nine-tenths in nominal value of the shares included in the class of shares
concerned, then:

   (a)  the transferee shall, within one month after the date on which he, she
        or it becomes beneficially entitled to those shares (unless in
        relation to the scheme or contract he, she or it has already complied
        with this requirement), give notice of the fact as prescribed to the
        holders of the remaining shares included in that class who, when the
        notice was given, had not assented to the scheme or contract or been
        given notice by the transferee under subsection (2); and

   (b)  such a holder may, within 3 months after the giving of the notice to
        him, her or it by notice to the transferee, require the transferee to
        acquire his, her or its share and, where alternative terms were
        offered to the approving shareholders, elect which of those terms he,
        she or it will accept.

(10) Where a shareholder gives notice under paragraph (9) (b) with respect to
his, her or its shares, the transferee is entitled and bound to acquire those
shares:

   (a)  on the terms on which under the scheme or contract the shares of the
        approving shareholders were transferred to him, her or it and, where
        alternative terms were offered to those shareholders, on the terms for
        which the shareholder has elected, or where he, she or it has not so
        elected, for whichever of the terms the transferee determines; or

   (b)  on such other terms as are agreed or as the Court, on the application
        of the transferee or of the shareholder, thinks fit to order.

(11) Subsections (12) and (13) apply where a notice has been given under
subsection (1) unless the Court, on an application made by the dissenting
shareholder, orders to the contrary.

(12) The transferee shall, within 14 days after:

   (a)  the end of one month after the day on which the notice was given;

   (b)  the end of 14 days after a statement under subsection (7) is supplied;
        or (c) if an application has been made to the Court by a dissenting
        shareholder-the application is disposed of; whichever last happens:

   (d)  send a copy of the notice to the transferor company together with an
        instrument of transfer that relates to the shares that the transferee
        is entitled to acquire under this section and is executed, on the
        shareholder's behalf, by a person appointed by the transferee and, on
        the transferee's own behalf, by the transferee; and

   (e)  pay, allot or transfer to the transferor company the consideration for
        the shares.

(13) When the transferee has complied with subsection (12), the transferor
company shall register the transferee as the holder of the shares.

(14) All sums received by the transferor company under this section shall be
paid into a separate bank account and those sums, and any other consideration
so received, shall be held by that company in trust for the several persons
entitled to the shares in respect of which they were respectively received.

(15) Where a sum or other property received by a company under this section or
a corresponding law has been held in trust by the company for a person for at
least 2 years (whether or not that period began before the commencement of
this Part), the company shall, before the end of 10 years after the day on
which the sum was paid, or the consideration was allotted or transferred, to
the company, pay the sum or transfer the consideration, and any accretions to
it and any property that may become substituted for it or for part of it, to
the Minister to be dealt with under Part 9.7.