Commonwealth Numbered Acts

COMPANIES (ACQUISITION OF SHARES) ACT 1980 No. 64 of 1980 - SECT 16

16. (1) Section 11 does not prohibit the acquisition of shares in a company as
a result of the acceptance of offers to acquire those shares made under a
take-over scheme in relation to that company.

(2) For the purposes of this Act, offers to acquire shares are made under a
take-over scheme if, and only if, the offers relate only to shares included in
a class of shares (in this section referred to as the "relevant class of
shares") and-

   (a)  one of the following sub-paragraphs is applicable in relation to the
        offers:

        (i)    each offer relates to all the shares in the target company
               included in the relevant class of shares that the offeree
               holds, whether the offeror proposes to acquire all the shares
               in the target company to which he is not already entitled that
               are included in the relevant class of shares or proposes to
               acquire only a proportion of the shares in the target company
               to which he is not already entitled that are included in the
               relevant class of shares;

        (ii)   each offer relates to a proportion of the shares in the target
               company included in the relevant class of shares that the
               offeree holds, being a proportion that is the same in respect
               of each offer;

   (b)  the offers are the same disregarding-

        (i)    the fact that the offerees are different persons and the fact
               that the number of shares that may be acquired under each offer
               is limited by the number of shares held by the offeree; and

        (ii)   any differences in the consideration specified for each share
               in the offers that are attributable only to the fact that the
               offers relate to shares having different accrued dividend
               entitlements or relate to shares on which different amounts are
               paid up;

   (c)  an offer is dispatched in a manner approved by the Commission to each
        holder of shares in the target company included in the
        relevant class of shares;

   (d)  the offeror has, not earlier than 28 days and not later than 14 days
        before the offers are dispatched, served on the target company-

        (i)    a Part A statement relating to the offers that-

                (A)  is signed, where the offeror is, or includes, a natural
                     person or natural persons, by that person or by each of
                     those persons and, where the offeror is, or includes, a
                     corporation or corporations, by not less than 2 directors
                     of the corporation, or by 2 directors of each of those
                     corporations, authorized so to sign pursuant to a
                     resolution passed at a meeting of the directors, or, in
                     the case of a corporation that has only one director, by
                     that director; and

                (B)  has endorsed on it a statement that a copy of the
                     Part A statement has been registered by the Commission
                     and that the Commission takes no responsibility as to its
                     contents and specifying the date on which the copy was so
                     registered; and

        (ii)   a copy of one of the proposed offers to which the
               Part A statement referred to in sub-paragraph (i) relates,
               being a copy that need not include the name or address of the
               offeree, the date that the offer will bear or any other date
               that is related to or dependent upon that date or the
               particulars referred to in sub-paragraph (f) (iv);

   (e)  the offeror has, on the day on which the Part A statement is served
        under paragraph (d)-

        (i)    lodged with the Commission a notice in writing stating that the
               Part A statement has been so served; and

        (ii)   if the target company is a listed public company-served on the
               stock exchange that is the home exchange in relation to that
               company a copy of each of the documents served on that company
               in accordance with paragraph (d); and

   (f)  each offer is in writing and-

        (i)    bears the same date, being a date that is not more than 3 days
               before the date on which the offer is dispatched and is not
               later than the date on which the offer is dispatched;

        (ii)   states that the offer will, unless withdrawn, remain open
               during a period ending on a specified date, being a date that
               is not earlier than one month, or later than 6 months, after
               the date that the offer bears;

        (iii)  in the case of an offer that relates to all the shares held by
               the offeree in the target company that are included in the
               relevant class of shares-specifies the maximum number of shares
               included in that class that are proposed to be acquired after
               the Part A statement is served but before the expiration of the
               period in which the offer remains open (which may be expressed
               as a number of shares or as a percentage of the total number of
               shares included in that class of shares or of the total number
               of shares included in that class of shares to which the offeror
               is not entitled);

        (iv)   specifies the number of shares included in each class of shares
               in the target company to which the offeror was entitled
               immediately before the offer was dispatched (which may be
               expressed as a number of shares or as a percentage of the total
               number of shares included in the class of shares concerned);

        (v)    in the case of an offer that is subject to a
               prescribed condition- specifies a date, being a date that is
               not less than 7 days and not more than 14 days before the end
               of the period during which the offer remains open, for the
               publication of the notice referred to in sub-section 28 (4);

        (vi)   sets out how the obligations of the offeror are to be
               satisfied;

        (vii)  contains a provision setting out when the obligations of the
               offeror are to be satisfied, being a provision under which the
               consideration for the offer is to be paid or provided-

                (A)  in the case of an offer that is not subject to a
                     prescribed condition-within 30 days after the offer is
                     accepted; or

                (B)  in the case of an offer that is subject to a prescribed
                     condition-within 30 days after the offer is accepted or
                     the offer or the contract resulting from the acceptance
                     of the offer becomes unconditional, whichever is the
                     later; and

        (viii) is accompanied by-

                (A)  a copy of the Part A statement referred to in
                     sub-paragraph (d) (i); and

                (B)  if the target company has given to the offeror a
                     Part B statement in relation to the offers-a copy of that
                     statement and a copy of any report that accompanied that
                     statement.

(3) A Part A statement referred to in this section may contain, in addition to
the information referred to in Part A of the Schedule, such information as the
offeror thinks fit, not being information that is false in a material
particular or materially misleading in the form or context in which it
appears.