Commonwealth Numbered Acts

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 603

603. Unless the contrary intention appears:

"announcement", in relation to a dealer, has a meaning affected by section 
606 ;

"appropriate dealer", in relation to an announcement relating to shares in a
class of shares in a listed company, means:

   (a)  if the company is included in the official list of the Exchange or of
        a second board of an Exchange subsidiary-a member of the Exchange; or

   (b)  otherwise-a member of the company's home stock exchange;

"approved manner", in relation to sending a document, has the meaning given by
section 607;

"business rules", in relation to a securities exchange or stock exchange,
means rules, regulations or by-laws that have been made by the securities
exchange or stock exchange or are contained in its constitution, and that
govern:

   (a)  the activities or conduct of the securities exchange or stock exchange
        or of its members; or

   (b)  the activities or conduct of other persons in relation to a stock
        market of the securities exchange or stock exchange;
but does not include the listing rules of the securities exchange or stock
exchange;

"closing phase", in relation to the offer period in relation to offers made
under a takeover announcement, means the 5 trading days of the target
company's home stock exchange immediately before the end of the offer period;

"defeating condition", in relation to a takeover offer, means:

   (a)  a condition that will, in circumstances referred to in the condition,
        result in the rescission of, or entitle the offeror to rescind, a
        contract that results from an acceptance of the offer; or

   (b)  a condition that prevents a binding contract from resulting from an
        acceptance of the offer unless or until the condition is fulfilled;

"entitled" has:

   (a)  in relation to shares-the meaning given by section 609; or

   (b)  in relation to marketable securities (other than shares) of a body
        corporate-the meaning given by section 609 as applying by virtue of
        section
605; "Exchange subsidiary" means a securities exchange, or a stock exchange,
that is a subsidiary of the Exchange;

"full takeover scheme" means a takeover scheme under which each takeover offer
relates to all the shares in the target company in the relevant class that the
offeree holds;

"home stock exchange", in relation to a listed company, means:

   (a)  if the company is included in the official list of the Exchange or of
        a second board of an Exchange subsidiary-the stock exchange designated
        to the company, for the purposes of the listing rules of the Exchange
        or of that subsidiary, as the company's Home Exchange; or

   (b)  otherwise:

        (i)    if the company is included in the official list of only one
               stock exchange-that stock exchange; or

        (ii)   if the company is included in the official list of each of 2 or
               more stock exchanges-the stock exchange, being one of those
               stock exchanges, declared in writing by the Commission to be
               the company's home stock exchange;

"invitation" means a statement, however expressed, that is not an offer but
expressly or impliedly invites a holder of shares to offer to dispose of
shares or a holder of a right, being a right to acquire a share or an interest
in a share under an option, to offer to dispose of the right;

"listed company" means a company that is included in the official list of a
stock exchange;

"listing rules", in relation to a securities exchange or stock exchange, means
rules, regulations or by-laws governing or relating to:

   (a)  the admission to, or removal from, the official list of the securities
        exchange or stock exchange of bodies corporate, governments,
        unincorporate bodies or other persons for the purposes of the
        quotation on the stock market of the securities exchange or stock
        exchange of securities of bodies corporate, governments, unincorporate
        bodies or other persons and for other purposes; or

   (b)  the activities or conduct of bodies corporate, governments,
        unincorporate bodies and other persons who are included in that list;
whether those rules, regulations or by-laws:

   (c)  are made by the securities exchange or stock exchange or are contained
        in its constitution; or

   (d)  are made by another person and adopted by the securities exchange or
        stock exchange;

"marketable parcel", in relation to shares in a listed company, means a
marketable parcel of shares in that company within the meaning of the relevant
business rules or listing rules of that company's home stock exchange;

"marketable security", in relation to a body corporate, means:

   (a)  a share in the body corporate;

   (b)  an option or right in respect of a share in the body corporate granted
        by the body corporate;

   (c)  a debenture issued by the body corporate; or

   (d)  a prescribed interest made available by the body corporate;
and includes a convertible note issued by the body corporate;

"notifiable securities exchange", in relation to a listed company, means:

   (a)  the company's home stock exchange; and

   (b)  any other securities exchange (other than the Exchange or an Exchange
        subsidiary), or stock exchange (other than the Exchange or an Exchange
        subsidiary), in an official list of which the company is included;

"odd lot", in relation to shares in a listed company, has the meaning given by
section 612;

"offer period" means the period during which offers made under a takeover
scheme or under a takeover announcement remain open and, in relation to an
offer that has been accepted, the period during which the offer would have
remained open if it had not been accepted;

"offeror" means:

   (a)  a person who:

        (i)    sends, or proposes to send, a takeover offer, whether the
               person sends, or proposes to send, the offer himself, herself
               or itself or by an agent or nominee; or

        (ii)   makes, or proposes to make, offers to acquire shares in
               accordance with section 674; or

   (b)  2 or more persons who:

        (i)    together send, or propose to send, a takeover offer, whether
               they send, or propose to send, the offer themselves or by an
               agent or nominee; or

        (ii)   together make, or propose to make, offers to acquire shares in
               accordance with section 674;
or either or any of those persons;

"ordinary course of trading", in relation to a stock market, has, in
subsection 620 (1) or (2) or 698 (7), a meaning affected by section 604;

"Part A statement" means a written statement that complies with the
requirements of Part A in section 750;

"Part B statement" means a written statement that complies with the
requirements of Part B in section 750;

"Part C statement" means a written statement that complies with the
requirements of Part C in section 750;

"Part D statement" means a written statement that complies with the
requirements of Part D in section 750;

"prescribed occurrence", in relation to a target company, means:

   (a)  any one or more of the provisions of the constitution of the target
        company or of a subsidiary being altered in any of the ways mentioned
        in subsection 193 (1);

   (b)  the target company or a subsidiary resolving to reduce its share
        capital in any way;

   (c)  the target company or a subsidiary making an allotment of, or granting
        an option to subscribe for, any of its shares, or agreeing to make
        such an allotment or grant such an option;

   (d)  the target company or a subsidiary issuing, or agreeing to issue,
        convertible notes;

   (e)  the target company or a subsidiary disposing, or agreeing to dispose,
        of the whole, or a substantial part, of its business or property;

   (f)  the target company or a subsidiary charging, or agreeing to charge,
        the whole, or a substantial part, of its business or property;

   (g)  the target company or a subsidiary resolving that it be wound up;

   (h)  the appointment of a provisional liquidator of the target company or
        of a subsidiary;

   (j)  the making of an order by a court for the winding up of the target
        company or of a subsidiary;

   (k)  the target company or a subsidiary being placed under official
        management; or

   (m)  the appointment of a receiver, or a receiver and manager, in relation
        to the whole, or a substantial part, of the property of the
        target company or of a subsidiary;

"proportional takeover scheme" means a takeover scheme under which each
takeover offer relates to a proportion of the shares in the target company in
the relevant class that the offeree holds, being a proportion that is the same
in respect of each offer;

"recorded", in relation to a dealing in shares in a listed company, means
recorded by a securities exchange;

"relevant official meeting", in relation to an announcement relating to shares
in a class of shares in a listed company, means an official meeting of:

   (a)  if the company is included in the official list of the Exchange or of
        a second board of an Exchange subsidiary-the Exchange; or

   (b)  otherwise-the company's home stock exchange;
being an official meeting:

   (c)  held on a stock market of the company's home stock exchange; and

   (d)  of a kind at which shares in that class are usually dealt in;
whether or not shares in that class are dealt in at that official meeting;

"remedial order" has the meaning given by section 613;

"renounceable option" means an assignable option to have an allotment of
shares in a body corporate made to the holder of the option;

"representative", in relation to a person, includes:

   (a)  in any case-an employee of the person; and

   (b)  if the person is a partner in a partnership that carries on a
        securities business:

        (i)    another partner in the partnership; or

        (ii)   an employee of the partnership;

"stock market", in relation to a securities exchange or a stock exchange,
includes, in the case of the Exchange, a stock market of a securities exchange
or of a stock exchange, as the case may be, that is a subsidiary of the
Exchange;

"takeover announcement" means an announcement made in accordance with Part
6.4;

"takeover offer" means an offer to acquire shares made under a takeover
scheme;

"takeover period" means:

   (a)  in relation to a takeover scheme-the period:

        (i)    beginning when the Part A statement was served on the target
               company; and

        (ii)   ending at the end of 28 days after the day on which the
               statement was served or, if offers are sent pursuant to the
               statement before the end of those 28 days, at the end of the
               offer period; or

   (b)  in relation to a takeover announcement-the period:

        (i)    beginning when the announcement was made; and

        (ii)   ending at the end of the offer period;

"takeover scheme" means a takeover scheme referred to in section 634;

"target company" means:

   (a)  in relation to a takeover offer-the company for the acquisition of
        shares in which that offer has been, or is proposed to be, sent;

   (b)  in relation to a takeover scheme-the company shares in which are
        proposed to be acquired under the scheme; and

   (c)  in relation to a takeover announcement-the company in relation to
        shares in which the takeover announcement has been, or is proposed to
        be, made;

"trading day", in relation to a securities exchange or stock exchange, means a
day on which a stock market of that securities exchange or stock exchange is
open for trading in securities.