Off-market bid

(1) All the offers made under an off-market bid must be the same.

Note: The offers may include alternative forms of consideration (see section 621).

(2) In applying subsection (1), disregard the following:

(a)

any differences in the offers attributable to the fact that the number of securities that may be acquired under each offer is limited by the number of securities held by the holder;

(b)

any differences in the offers attributable to the fact that the offers relate to securities having different accrued dividend or distribution entitlements;

(c)

any differences in the offers attributable to the fact that the offers relate to securities on which different amounts are paid up or remain unpaid;

(d)

any differences in the offers attributable to the fact that the bidder may issue or transfer only whole numbers of securities as consideration for the acquisition;

(e)

any additional cash amount offered to holders instead of the fraction of a security that they would otherwise be offered.

Foreign holders

(3) If the consideration for the bid includes an offer of securities, the securities do not need to be offered to foreign holders of the target's securities if under the terms of the bid:

(a)

the bidder must appoint a nominee for foreign holders of the target's securities who is approved by ASIC; and

(b)

the bidder must transfer to the nominee:

(i)

the securities that would otherwise be transferred to the foreign holders who accept the bid for that consideration; or

(ii)

the right to acquire those securities; and

(c)

the nominee must sell the securities, or those rights, and distribute to each of those foreign holders their proportion of the proceeds of the sale net of expenses.