provisions (1) Subject to this Subdivision, the constitution of a company may
contain provisions to the effect that, if offers are made under a
proportional takeover bid for securities of the company:
- (a)
- the
registration of a transfer giving effect to a takeover contract for the bid is
prohibited unless and until a resolution (an approving resolution ) to approve
the bid is passed in accordance with the provisions; and
- (b)
- a person (other than the bidder or an associate of the bidder) who, as at
the end of the day on which the first offer under the bid was made, held bid
class securities is entitled to vote on an approving resolution; and
- (c)
- an approving resolution is to be voted on in whichever of the following
ways is specified in the provisions:
- (i)
- at a meeting, convened and conducted by the company, of the persons
entitled to vote on the resolution;
- (ii)
- by means of a postal ballot conducted by the company in accordance with a
procedure set out in the provisions;
or, if the provisions so provide, in whichever of those ways is determined by
the directors of the company; and
- (d)
- an approving resolution that has been voted on is taken to have been
passed if the proportion that the number of votes in favour of the resolution
bears to the total number of votes on the resolution is greater than the
proportion specified in the provisions, and otherwise is taken to have been
rejected.
The proportion specified under paragraph (d) must not exceed 50%.
- Note: Section 9 defines proportional takeover bid . See paragraph
618(1)(b).
(2) To be effective, an approving resolution in relation to a proportional
takeover bid must be passed before the approving resolution deadline . The
deadline is the 14th day before the last day of the bid period.
- Note: In
certain circumstances, an approving resolution will be taken to have been
passed (see subsection 648E(3)).
(3) Except to the extent to which a company's constitution provides otherwise:
- (a)
- the provisions that apply to a general meeting of the company apply, with
such modifications as the circumstances require, to a meeting convened under
the company's proportional takeover approval provisions; and
- (b)
- those provisions apply as if the meeting convened under the proportional
takeover provisions were a general meeting of the company.
The provisions referred to in paragraph (a) may be the provisions of a
law, provisions of the company's constitution or any other provisions.