Commonwealth Numbered Acts

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 648

648. (1) If:

   (a)  an offeror is entitled to not less than 30% of:

        (i)    the voting shares in the target company; or

        (ii)   if the voting shares in the target company are divided into 2
               or more classes-the shares in one of those classes;

   (b)  an offeror is or includes a natural person who is a director of the
        target company; or

   (c)  an offeror is or includes a body corporate and a director of the
        target company is a director of that body corporate; a Part B
        statement given in accordance with subsection 647 (1) shall be
        accompanied by a copy of a report made by an expert (other than an
        associate of the offeror or of the target company) setting out the
        relevant particulars, stating whether, in the expert's opinion, the
        takeover offers are fair and reasonable and setting out the reasons
        for forming that opinion.

(2) The relevant particulars are:

   (a)  particulars of any relationship of the expert with the offeror, the
        target company or any associate of the offeror or of the target
        company, including, without limiting the generality of the foregoing,
        particulars of any circumstances in which the expert furnishes advice
        to or acts on behalf of the offeror, the target company or such an
        associate in the proper performance of the functions attaching to the
        expert's professional capacity or to the expert's business
        relationship with the offeror, the target company or the associate;

   (b)  particulars of any pecuniary or other interest of the expert that
        could reasonably be regarded as being capable of affecting the
        expert's ability to give an unbiased opinion in relation to the
        takeover offers; and

   (c)  particulars of:

        (i)    any fee; and

        (ii)   any pecuniary or other benefit, whether direct or indirect;
that the expert has received or will or may receive in connection with the
making of the report.

(3) Where the target company obtains 2 or more reports each of which could be
used for the purposes of compliance with subsection (1), the Part B statement
given by the company shall be accompanied by a copy of each report.