Commonwealth Numbered Acts

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 703

703. (1) Where:

   (a)  a Part A statement has been served, or a takeover announcement has
        been made, in respect of a class of shares in a company; and

   (b)  during the takeover period the number of shares in that class to which
        the offeror is entitled becomes 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); the offeror shall, before the end of
        one month after the end of the offer period, give notice, as
        prescribed, to the holders of remaining shares in that class who, when
        the notice is given, had not been given notice under subsection 701
        (2) stating that the offeror became entitled to shares as mentioned in
        paragraph (b) and containing such other information (if any) as is
        prescribed.

(2) A holder of remaining shares referred to in subsection (1) may, before the
end of 3 months after the day on which notice to that holder was given under
that subsection, require the offeror to acquire shares in the class concerned
of which that holder is the holder and where, in the case of a takeover offer,
alternative terms were offered in respect of shares in that class to which the
takeover offer related, elect which of those terms that holder will accept.

(3) Where a shareholder gives notice under subsection (2) with respect to
shares, the offeror is entitled and bound to acquire those shares:

   (a)  if a Part A statement was served-on the terms that were applicable in
        relation to the acquisition of shares under the takeover scheme
        immediately before the end of the offer period and, where alternative
        terms were applicable, on the terms for which the shareholder has
        elected or, where the shareholder has not elected, on whichever of the
        terms the offeror determines; or

   (b)  if a takeover announcement was made-on the terms that were applicable
        in relation to the acquisition of shares pursuant to the takeover
        announcement immediately before the end of the offer period; or on
        such other terms as are agreed or as the Court, on the application of
        the offeror or shareholder, thinks fit to order.

(4) Where:

   (a)  a Part A statement has been served, or a takeover announcement has
        been made, as mentioned in paragraph (1) (a); and

   (b)  during the takeover period the number of voting shares in the company
        to which the offeror is entitled becomes not less than 90% of the
        voting shares in the company; the offeror shall, before the end of one
        month after the offer period, give, as prescribed, a notice to the
        holders of non-voting shares in the company and to the holders of
        renounceable options or convertible notes granted or issued by the
        company stating that the offeror became entitled to shares as
        mentioned in paragraph (b) and containing such other information (if
        any) as is prescribed.

(5) A notice given under subsection (4) shall not propose terms for the
acquisition by the offeror of the shares, renounceable option or convertible
note to which the notice relates unless the notice is accompanied by a copy of
a report made by an expert (other than an associate of the offeror or of the
company that issued the shares, granted the option or issued the note) setting
out the particulars referred to in subsection (7), stating whether, in the
expert's opinion, the terms proposed in the notice are fair and reasonable and
giving the reasons for forming that opinion.

(6) Where an offeror obtains 2 or more reports, each of which could be used
for the purposes of compliance with subsection (5), the notice given under
subsection (4) shall not propose terms for the acquisition by the offeror of
the shares, option or note to which the notice relates unless the notice is
accompanied by a copy of each report.

(7) The particulars that are required by subsection (5) to be set out in a
report made by an expert are:

   (a)  particulars of any relationship of the expert with the offeror, the
        company or any associate of the offeror or of the company, including,
        without limiting the generality of the foregoing, particulars of any
        circumstances in which the expert gives advice to or acts on behalf of
        the offeror, the 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 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
        proposed terms for the acquisition of shares, options or notes; 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.

(8) Where a notice is given under subsection (4) to the holder of any
non-voting shares, renounceable option or convertible note:

   (a)  the holder of the shares, option of note may, before the end of 3
        months after the day on which the notice was given, require the
        offeror to acquire the shares, option or note; and

   (b)  if a holder of shares or of an option or note so gives notice with
        respect to the shares, option or note, the offeror is entitled and
        bound to acquire the shares, option or note on such terms as are
        agreed or as the Court, on the application of the offeror or holder,
        determines.

(9) Where an offeror has given a notice or notices under subsection (1) or
(4), the offeror shall as soon as practicable lodge a copy of the notice or of
one of the notices.