Commonwealth Numbered Acts

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 641

641. (1) If:

   (a)  the consideration that under each of the offers is to be paid or
        provided for the acquisition of the shares to which the offer relates
        consists solely of a cash sum or includes alternative considerations
        one of which consists solely of a cash sum; and

   (b)  during the 4 months ending on the day on which the first of the offers
        is sent, the offeror, or an associate of the offeror, purchased or
        agreed to purchase shares in the relevant class; the amount per share
        of that cash sum must be not less than:

   (c)  unless paragraph (d) applies-the highest price per share paid or
        agreed to be paid, pursuant to such a purchase or agreement to
        purchase, for any of the shares referred to in paragraph (b); or

   (d)  if the target company, at any time during that period:

        (i)    made, agreed to make, or announced a proposal to make, or to
               agree to make, an allotment of any of its shares;

        (ii)   granted, agreed to grant, or announced a proposal to grant, or
               to agree to grant, an option to subscribe for any of its
               shares;

        (iii)  issued, agreed to issue, or announced a proposal to issue, or
               to agree to issue, convertible notes; or

        (iv)   declared, or announced a proposal to declare, a dividend;
and an approval by the Commission of an amount in relation to the offers is in
force under subsection (3)-the last-mentioned amount.

(2) Where a person has entered into an agreement for the purchase of a share
or shares in a company, being an agreement that provides that the price
payable for the share or any of the shares is a price specified in the
agreement but may be varied in accordance with the terms of the agreement, any
such variations shall be disregarded in determining, for the purposes of
subsection (1), the price agreed to be paid for the share or shares pursuant
to the agreement.

(3) Upon application by an offeror who proposes to send offers to acquire
shares in a class of shares in a company, the Commission may, in writing,
approve, for the purposes of subsection (1), a specified amount in relation to
the offers.