Commonwealth Numbered Acts

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 672

672. (1) Takeover approval provisions of a company, unless sooner omitted from
the constitution of the company, cease to apply at the end of:

   (a)  unless paragraph (b) or (c) applies-3 years;

   (b)  if the constitution provides that the provisions apply for a specified
        period of less than 3 years and the provisions have not been
        renewed-the specified period; or

   (c)  if the provisions have been renewed on at least one occasion and the
        resolution, or the later or last of the resolutions, as the case
        requires, renewing the provisions states that the provisions are
        renewed for a specified period of less than 3 years-the specified
        period; beginning:

   (d)  if the provisions were contained in the constitution at the time when
        the company was incorporated or formed and have not been renewed-at
        that time;

   (e)  if the provisions were inserted in the constitution and have not been
        renewed-when the provisions were so inserted; or

   (f)  if the provisions have been renewed on at least one occasion-when the
        provisions were renewed, or last renewed, as the case requires; and,
        upon the provisions ceasing to apply, the constitution is, by force of
        this subsection, altered by omitting the provisions.

(2) A company may renew takeover approval provisions of the company in any
manner in which the company may alter its constitution by inserting such
provisions and, in relation to a renewal of such provisions, shall comply with
the requirements of any law or of its constitution that apply in relation to
such an alteration, being an alteration with respect to the manner in which
the renewal may be effected.

(3) With every notice that:

   (a)  specifies the intention to propose:

        (i)    a resolution for the alteration of the constitution of a
               company by inserting takeover approval provisions; or

        (ii)   a resolution to renew takeover approval provisions of a
               company; and

   (b)  is sent to a person who is entitled to vote on the proposed
        resolution; the company shall send a statement that:

   (c)  explains the effect of the proposed provisions, or of the provisions
        proposed to be renewed, as the case may be;

   (d)  explains the reasons for proposing the resolution and sets out the
        factual matters and principles underlying those reasons;

   (e)  states whether, as at the day on which the statement is prepared, any
        of the directors of the company is aware of a proposal by a person to
        acquire, or to increase the extent of, a substantial interest in the
        company and, if so, explains the extent (if any) to which such a
        proposal has influenced the decision to propose the resolution;

   (f)  in the case of a proposed resolution to renew takeover approval
        provisions-reviews both the advantages, and disadvantages, of the
        provisions proposed to be renewed for the directors, and the members,
        respectively, of the company during the period during which the
        provisions have been in effect; and

   (g)  discusses both the potential advantages, and the potential
        disadvantages, of the proposed provisions, or of the provisions
        proposed to be renewed, as the case may be, for the directors, and the
        members, respectively, of the company.

(4) Where, on a particular day, a company purports to:

   (a)  alter its constitution by inserting takeover approval provisions; or

   (b)  renew takeover approval provisions of the company; then:

   (c)  shareholders who together hold not less than 10% of the issued shares
        in a class of shares in the company may, before the end of 21 days
        after that day, apply to the Court to have the purported alteration or
        renewal set aside; and

   (d)  unless and until an application made under paragraph (c) is finally
        determined by the making of an order setting aside the purported
        alteration or renewal, the company shall be deemed for all purposes
        (other than the purposes of such an application):

        (i)    to have validly altered its constitution by inserting the
               provisions referred to in paragraph (a); or

        (ii)   to have validly renewed the provisions referred to in paragraph
               (b);
as the case may be.

(5) An application under paragraph (4) (c) may be made, on behalf of the
shareholders entitled to make the application, by such one or more of them as
they appoint in writing.

(6) On an application under paragraph (4) (c), the Court, if it is satisfied
that it is appropriate in all the circumstances to do so, may make an order
setting aside the purported alteration or renewal, but otherwise shall dismiss
the application.

(7) Before the end of 14 days after the day on which the Court makes in
relation to a company an order of the kind referred to in subsection (6), the
company shall lodge an office copy of the order.