Commonwealth Numbered Acts

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 734

734. (1) This section applies where, under subsection 733 (3), the
Corporations and Securities Panel:

   (a)  declares an acquisition of shares in a company to have been an
        unacceptable acquisition; or

   (b)  declares conduct engaged in by a person in relation to shares in, or
        the affairs of, a company to have been unacceptable conduct.

(2) On the application of the Commission, the Panel may, whether or not it has
previously made an order under this section in reliance on the declaration,
make in writing one or more of the following orders:

   (a)  any order that it thinks necessary or desirable to protect the rights
        or interests of any person affected by the acquisition or conduct or
        to ensure, as far as possible, that a takeover scheme or takeover
        announcement, or a proposed takeover scheme or proposed takeover
        announcement, in relation to shares in the company proceeds in the
        manner in which it would have proceeded if that acquisition had not
        taken place or that conduct had not been engaged in;

   (b)  without limiting the generality of paragraph (a):

        (i)    an order directing a person to supply specified information to
               the holders of shares in the company;

        (ii)   an order prohibiting the exercise of voting or other rights
               attached to specified shares;

        (iii)  an order directing a company not to make payment, or to defer
               making payment, of any amount or amounts due from the company
               in respect of specified shares;

        (iv)   an order prohibiting the acquisition or disposal of, or of an
               interest in, specified shares;

        (v)    an order directing the disposal of, or of an interest in,
               specified shares;

        (vi)   an order directing a company not to register a transfer or
               transmission of specified shares, being a transfer or
               transmission occurring after the commencement of this section;

        (vii)  an order that an exercise of the voting or other rights
               attached to specified shares be disregarded;

        (viii) an order directing a company not to issue shares to a person
               who holds shares in the company, being shares that were
               proposed to be issued to the person because the person holds
               shares in the company or pursuant to an offer or invitation
               made or issued to the person because the person holds shares in
               the company;

        (ix)   an order cancelling, or declaring to be voidable, an agreement
               or offer that was made after the commencement of this section
               and that relates to a takeover scheme or takeover announcement,
               or to a proposed takeover scheme or proposed takeover
               announcement, or is otherwise connected with the acquisition of
               shares;

        (x)    an order directing a person who is registered as the holder of
               shares in respect of which an order under this section is in
               force to give written notice of that order to any person whom
               the holder knows to be entitled to exercise a right to vote
               attached to those shares;

   (c)  for the purpose of securing compliance with any order made under
        paragraph (a) or (b), an order directing a person to do, or to refrain
        from doing, a specified act.

(3) The Panel may, by written order, vary or revoke, or suspend the operation
of, an order made under subsection (2).

(4) The Commission shall cause a copy of an order made under subsection (2)
and of any order by which it is revoked or varied, or its operation is
suspended, to be published in the Gazette and served:

   (a)  on each person to whom the order is directed; and

   (b)  where it relates to specified shares in a company-on the company.

(5) A person shall not contravene an order in force under subsection (2).

(6) The Panel shall not make an order, or vary an order that is in force,
under subsection (2) unless it has given each person to whom the order is
directed an opportunity to appear at a hearing before the Panel and to make
submissions and give evidence to the Panel in relation to the matter.

(7) The Panel shall not make an order under this section if it is satisfied
that the order would unfairly prejudice any person.

(8) Where the Panel makes an order, or varies an order that is in force, under
subsection (2), the Panel shall give to each person to whom the order is
directed a copy of a written statement of the Panel's reasons for the decision
to make or vary the order.