Commonwealth Numbered Acts

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 663

663. (1) Where an offeror makes a takeover offer that is subject to a
defeating condition, the offeror may not, except in accordance with this
section, whether expressly or impliedly and whether in writing or by conduct,
declare the takeover offer or any contract resulting from the acceptance of
the takeover offer to be free from the condition, and may not otherwise treat
the takeover offer or any contract resulting from the acceptance of the
takeover offer as being free from the condition.

(2) Where an offer under a takeover scheme is subject to a defeating
condition, the offeror may declare the offer to be free from the condition if:

   (a)  it is a term of the offer that the offeror may do so not less than 7
        days before the last day of the offer period and the offer is declared
        to be free from the condition in accordance with that term; and

   (b)  at the same time the offeror declares all other offers under the
        takeover scheme, and all contracts formed by the acceptance of offers
        under the takeover scheme, to be free from the condition.

(3) If an offeror declares all offers under a takeover scheme to be free from
a defeating condition, the offeror shall as soon as practicable publish a
notice stating that the offers are free from the condition and specifying the
proportion of the number of shares in the class of shares to which the offers
related to which, so far as the offeror knows, the offeror is entitled.

(4) The offeror shall, whether or not a notice has been published under
subsection (3), publish on the prescribed date a notice stating:

   (a)  whether the offers have been declared to be free from the condition;

   (b)  whether the offers have become free from the condition by the
        operation of subsection 664 (2); and

   (c)  whether, so far as the offeror knows, the condition was, at the time
        of lodging the notice for publication, fulfilled.

(5) In subsection (4):

"prescribed date" means:

   (a)  the date specified in the takeover offers in accordance with paragraph
        638 (5); or

   (b)  if the offer period has been extended as provided by Division 5-the
        date that is later than the date referred to in paragraph (a) by a
        period equal to the period of the extension.

(6) Where a notice under subsection (4) states that the offers have been
declared to be, or that the offers have become, free from a defeating
condition or that a defeating condition has been fulfilled, the notice shall
also specify the proportion of the class of shares to which the offers related
to which, so far as the offeror knows, the offeror is entitled.

(7) A notice under subsection (3) or (4) shall be published, in each State or
Territory in which shares in the target company are listed for quotation on
the stock market of a stock exchange, in a newspaper circulating generally in
that State or Territory, as the case may be.

(8) Where a notice referred to in subsection (3) or (4) is lodged for
publication, the offeror shall, on the first day on which the notice is lodged
for publication:

   (a)  lodge a copy of the notice; and

   (b)  if the target company is a listed company-serve a copy of the notice
        on that company's home stock exchange.

(9) Where:

   (a)  offers made under a takeover scheme have at any time been subject to a
        defeating condition; and

   (b)  at the end of the offer period:

        (i)    the offeror has not declared the offers to be free from the
               condition;

        (ii)   the offers have not become free from the condition by the
               operation of subsection 664 (2); and

        (iii)  the condition has not been fulfilled; all contracts resulting
               from the acceptance of offers, and all acceptances that have
               not resulted in binding contracts, are void.