Commonwealth Numbered Acts

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 662

662. (1) An offeror shall not make a takeover offer that requires the offeree
to approve or consent to:

   (a)  a payment or other benefit being made or given to a director,
        secretary or executive officer of the target company as compensation
        for loss of, or as consideration in connection with retirement from,
        office as director, secretary or executive officer, or any other
        office, in connection with the management of the target company or of
        a body corporate that is related to the target company; or

   (b)  a payment or other benefit being made or given to a director,
        secretary or executive officer of a body corporate that is related to
        the target company as compensation for loss of, or as consideration in
        connection with retirement from, office as director, secretary or
        executive officer, or any other office, in connection with the
        management of the target company or of a body corporate that is
        related to the target company; and any such requirement is void.

(2) An offeror shall not make a takeover offer subject to a defeating
condition (however expressed) the fulfilment of which depends on:

   (a)  an opinion, belief or other state of mind of the offeror or of an
        associate of the offeror; or

   (b)  whether or not a particular event happens, being an event that is
        within the sole control of the offeror or of an associate of the
        offeror; and, if a takeover offer is made subject to a condition in
        contravention of this subsection, the condition is void.

(3) An offeror shall not make a takeover offer that is subject to a condition
of a kind referred to in subsection 642 (4) or (5) unless the particular
number or percentage of shares, or the particular number of offers, as the
case requires, is specified in the offer.

(4) The number of shares specified in accordance with subsection (3) may be
expressed as a number of shares or as a percentage of the total number of
shares in the class to which the takeover offer relates or of the total number
of shares in that class of shares to which the offeror is not entitled.

(5) If subsection (3) is contravened, the condition is void.

(6) Where a number or percentage is specified in accordance with subsection
(3), a provision in the takeover offer is void in so far as it purports to
provide for the number or percentage to be varied.