Commonwealth Numbered Acts

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 701

701. (1) For the purposes of this section:

   (a)  where takeover offers have been made under a full takeover scheme in
        respect of shares in a class of shares, the shares in respect of which
        the offers were made (other than shares to which the offeror was
        entitled when the first of the offers was made) are shares subject to
        acquisition;

   (b)  where a takeover announcement has been made in respect of shares in a
        class of shares, the shares in that class (other than shares to which
        the offeror is entitled) are shares subject to acquisition;

   (c)  a reference to outstanding shares is a reference to:

        (i)    shares subject to acquisition by virtue of paragraph (a) in
               respect of which a takeover offer was made but has not been
               accepted, excluding shares acquired by the offeror otherwise
               than under the takeover scheme; or

        (ii)   shares subject to acquisition by virtue of paragraph (b) in
               respect of which an offer made under a takeover announcement
               has not been accepted, excluding shares acquired by the offeror
               otherwise than by the acceptance of offers made under the
               takeover announcement; and

   (d)  a reference to a dissenting offeree is a reference to:

        (i)    in relation to shares in respect of which takeover offers have
               been made-a person who is the holder of shares that are
               outstanding shares by virtue of subparagraph (c) (i); and

        (ii)   in relation to shares in respect of which a takeover
               announcement has been made-a person who is the holder of shares
               that are outstanding shares by virtue of subparagraph (c) (ii).

(2) Where:

   (a)  takeover offers have been made under a full takeover scheme, or a
        takeover announcement has been made, in respect of a class of shares;

   (b)  during the takeover period the number of shares in that class to which
        the offeror is entitled has become not less than 90% of the shares in
        that class (notwithstanding that that number of shares may
        subsequently become less than that percentage as a result of the issue
        of further shares in that class); and

   (c)  if the shares subject to acquisition constitute less than 90% of the
        shares in that class:

        (i)    three-quarters of the offerees have disposed of to the offeror
               (whether under the takeover scheme or by acceptance of offers
               made by the takeover announcement, as the case may be, or
               otherwise) the shares subject to acquisition that were held by
               them; or

        (ii)   at least three-quarters of the persons who were registered as
               the holders of shares in that class immediately before the day
               on which the Part A statement was served on the target company
               or the takeover announcement was made are not so registered at
               the end of one month after the end of the offer period; the
               offeror may, before the end of 2 months after the end of the
               offer period, give notice, as prescribed, to a dissenting
               offeree to the effect that the offeror desires to acquire the
               outstanding shares held by the dissenting offeree.

(3) For the purposes of subparagraph (2) (c) (ii), 2 or more persons
registered as holding shares jointly shall be deemed to be one person.

(4) An offeror to whom subsection (2) applies in relation to a particular
company shall, on the first day on which the offeror gives a notice under that
subsection in relation to that company, lodge a copy of that notice or, if on
that day the offeror gives 2 or more notices under that subsection in relation
to that company, a copy of any one of those notices.

(5) Where a notice is given under subsection (2), the offeror is entitled and
bound, subject to this section, to acquire the shares to which the notice
relates on the terms that were applicable in relation to the acquisition of
shares under the takeover scheme or pursuant to the takeover announcement
immediately before the end of the offer period.

(6) Subsection (5) does not apply in relation to a dissenting offeree where,
on an application made by the dissenting offeree:

   (a)  before the end of one month after the day on which the notice was
        given under subsection (2); or

   (b)  before the end of 14 days after the day on which the dissenting
        offeree was given a statement under subsection (9); whichever is the
        later, the Court orders that subsection (5) is not to apply in
        relation to the dissenting offeree.

(7) Where alternative terms were offered under a takeover offer to which this
section applies, the dissenting offeree may, by written notice given to the
offeror:

   (a)  before the end of one month after the day on which the notice was
        given under subsection (2); or

   (b)  before the end of 14 days after the day on which the dissenting
        offeree was given a statement under subsection (9); whichever is the
        later, specify which of those terms the dissenting offeree prefers,
        and the terms so specified shall apply to the acquisition of the
        outstanding shares held by the dissenting offeree.

(8) If a dissenting offeree fails to give a notice before the time applicable
under subsection (7), the offeror may, unless the Court otherwise orders,
determine which of the terms referred to in that subsection is to apply to the
acquisition of the outstanding shares of the dissenting offeree.

(9) A dissenting offeree may, by written notice given to the offeror before
the end of one month after the day on which the notice under subsection (2)
was given, ask for a written statement of the names and addresses of all other
dissenting offerees and the offeror shall as soon as practicable give a
written statement accordingly.

(10) Unless the Court, on an application made under subsection (6), has
ordered to the contrary, the offeror shall, before the end of 14 days after:

   (a)  the end of one month after the day on which the notice under
        subsection (2) was given;

   (b)  the end of 14 days after the last day on which a statement under
        subsection (9) was given; or

   (c)  where an application has been made to the Court under subsection
        (6)-the day on which the application has been disposed of; whichever
        last happens, serve a copy of the notice under subsection (2) on the
        company that issued the shares, together with an instrument of
        transfer of the shares signed on behalf of the holder of the shares by
        a person appointed by the offeror and also signed by the offeror, and
        pay, allot or transfer to the target company the consideration for the
        transfer, and the target company shall thereupon register the offeror
        as the holder of those shares.

(11) The target company shall hold the consideration so received in trust for
the former holder of the shares and shall as soon as practicable give written
notice to the former holder that the consideration has been received and is
being held by that company pending instructions from the former holder as to
how it is to be dealt with.

(12) Where consideration held as provided by subsection (11) consists of or
includes money, that money shall be paid into a bank account opened and
maintained for that purpose only.