Commonwealth Numbered Acts

COMPANIES AND SECURITIES LEGISLATION AMENDMENT ACT 1986 No. 68 of 1986 - SECT 10

10. Before section 40 of the Principal Act the following section is inserted:
Persons selling shares before the making of take-over offers or of a take-over
announcement not to be given additional benefits in certain cases

"39B. (1) Where-

   (a)  a person acquires shares included in a class of shares in a company;

   (b)  within 6 months after the acquisition referred to in paragraph (a)-

        (i)    an offeror makes take-over offers under a take-over scheme; or

        (ii)   an on-market offeror causes a take-over announcement to be
               made,
in respect of shares included in that class;

   (c)  at a particular time, whether before, at or after the end of the
        period (in this sub-section referred to as the 'offer period') during
        which the take-over offers, or offers constituted by the take-over
        announcement, as the case may be, remain open, a person (in this
        sub-section referred to as the 'relevant person'), being the offeror
        or a person associated with the offeror, or being the on-market
        offeror or a person associated with the on-market offeror, as the case
        may be-

        (i)    gives, offers to give, or agrees to give, a benefit to; or

        (ii)   receives, or agrees to receive, a benefit from,
a person who had, immediately before the acquisition referred to in paragraph
(a), a relevant interest in any of the shares first referred to in that
paragraph, or a person who is associated with a person who so had such a
relevant interest;

   (d)  the giving or receiving of the benefit, the offer to give the benefit,
        or the agreement to give or receive the benefit, as the case may be,
        is attributable to, or is attributable to matters including, the
        acquisition referred to in paragraph (a); and

   (e)  the amount or value of the benefit was, or is to be, determined by
        reference to, or by reference to matters including-

        (i)    in a case where sub-paragraph (b) (i) applies-the amount or
               value of the consideration that, under an offer made under the
               take-over scheme (including such an offer as varied, deemed to
               be varied or proposed to be varied), is to be paid or provided
               for the acquisition of the shares to which the offer relates;

        (ii)   in a case where sub-paragraph (b) (ii) applies-the price per
               share specified, or deemed to be specified, in the take-over
               announcement; or

        (iii)  the amount or value of the consideration for which the offeror
               or on-market offeror acquires during the offer period (whether
               or not as a result of the acceptance of an offer made under the
               take-over scheme, or of an offer constituted by the take-over
               announcement, as the case may be), or pursuant to section 42 or
               43, shares included in that class, or for which the offeror or
               on-market offeror proposes, offers, or proposes to offer, so to
               acquire such shares, the relevant person contravenes this
               sub-section.

"(2) Where-

   (a)  a person acquires shares included in a class of shares in a company;

   (b)  as at a particular time within 6 months after the acquisition referred
        to in paragraph (a)-

        (i)    an offeror proposes to dispatch take-over offers under a
               take-over scheme; or

        (ii)   an on-market offeror proposes to cause a take-over announcement
               to be made,
in respect of shares included in that class;

   (c)  at the time referred to in paragraph (b), a person (in this
        sub-section referred to as the 'relevant person'), being the offeror
        or a person associated with the offeror, or being the on-market
        offeror or a person associated with the on-market offeror, as the case
        may be-

        (i)    gives, offers to give, or agrees to give, a benefit to; or

        (ii)   receives, or agrees to receive, a benefit from,
a person who had, immediately before the acquisition referred to in paragraph
(a), a relevant interest in any of the shares first referred to in that
paragraph, or a person who is associated with a person who so had such a
relevant interest;

   (d)  the giving or receiving of the benefit, the offer to give the benefit,
        or the agreement to give or receive the benefit, as the case may be,
        is attributable to, or is attributable to matters including, the
        acquisition referred to in paragraph (a); and

   (e)  the amount or value of the benefit was, or is to be, determined by
        reference to, or by reference to matters including-

        (i)    in a case where sub-paragraph (b) (i) applies-the amount or
               value of the consideration that, under an offer proposed to be
               made under the take-over scheme, is to be paid or provided for
               the acquisition of the shares to which the offer relates;

        (ii)   in a case where sub-paragraph (b) (ii) applies-the price per
               share proposed to be specified in the take-over announcement;
               or

        (iii)  the amount or value of the consideration for which the offeror
               or on-market offeror proposes to acquire shares included in
               that class (whether or not as a result of the acceptance of a
               proposed offer under the take-over scheme, or of an offer
               constituted by the proposed take-over announcement, as the case
               may be) during the period during which the proposed take-over
               offers, or offers constituted by the proposed take-over
               announcement, as the case may be, remain open, or for which the
               offeror or on-market offeror proposes to acquire such shares
               pursuant to section 42 or 43, the relevant person contravenes
               this sub-section.

"(3) An agreement is void to the extent that it purports to provide for-

   (a)  a person to give, offer to give, or agree to give, a benefit to a
        person; or

   (b)  a person to receive, or agree to receive, a benefit from a person, in
        contravention of sub-section (1) or (2).

"(4) In this section-
'agreement' means any agreement, arrangement or understanding-

   (a)  whether formal or informal or partly formal and partly informal;

   (b)  whether written or oral or partly written and partly oral; and

   (c)  whether or not having legal or equitable force and whether or not
        based on legal or equitable rights;
'benefit' means a benefit whether by way of payment of cash or otherwise.".