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COMPANIES (ACQUISITION OF SHARES) ACT 1980 No. 64 of 1980 - SECT 17
Take-over announcements
17. (1) Section 11 does not prohibit the acquisition of shares in a listed
public company if-
(a) the shares are acquired as a result of the acceptance of offers made
in accordance with this section; and
(b) the requirements of this section that are applicable to the person
acquiring the shares are complied with.
(2) Subject to the following provisions of this section, a person, or 2 or
more persons together, may make offers to acquire shares in a listed public
company that are included in a class of shares by causing an announcement to
be made on his or their behalf by a member of the stock exchange that is the
home exchange in relation to that company at an official meeting of that stock
exchange to the effect that, during the period of one month commencing on the
first trading day after the expiration of 14 days after the day on which the
announcement is made, the member offers, on behalf of that person or those
persons, to acquire, at a cash price per share specified in the announcement,
all the shares included in that class of shares in that company in respect of
which any such offers are accepted-
(a) at an official meeting of that stock exchange; or
(b) if the offers cannot be accepted at a particular meeting of that stock
exchange, whether by reason that the member of the stock exchange by
whom or on whose behalf the announcement was made or his
representative is not present at the meeting or the committee of
management, board of directors or other governing authority of that
stock exchange do not or does not permit dealings in the shares at
that meeting or otherwise-by notice in writing signed by or on behalf
of a holder of shares to which the offers relate and served on that
stock exchange on the day on which that meeting is held.
(3) Except with the consent of the Commission, a person is not entitled, or 2
or more persons together are not entitled, to make offers pursuant to sub-
section (2) in relation to shares in a company if that person, or either or
any of those persons-
(a) is entitled to not less that 30% of the voting shares in the company;
or
(b) in the case of a company the voting shares in which are divided into 2
or more classes of shares-is entitled to not less than 30% of the
shares in one of those classes.
(4) For the purposes of this section, an announcement made at an official
meeting of a stock exchange by a representative of a member of a stock
exchange shall be deemed to have been made by the member.
(5) Where a notice accepting an offer made by virtue of an announcement made
at a meeting of a stock exchange in the Territory by a member of that stock
exchange pursuant to sub-section (2) or the corresponding provision of a law
of a State or of another Territory is served on the stock exchange in
accordance with that sub-section or that corresponding provision, the stock
exchange shall as soon as practicable notify that member of the stock exchange
of the acceptance of the offer.
(6) The price to be specified in an announcement made in accordance with
sub-section (2) on behalf of an on-market offeror in respect of a class of
shares in a company as the price per share at which shares will be acquired
shall, if the on-market offeror or a person associated with the on-market
offeror, in the 4 months immediately preceding the day of the announcement,
purchased or agreed to purchase shares in that company included in that class
of shares, be not less than the highest price per share paid or agreed to be
paid in respect of any of those shares pursuant to any such purchase or
agreement to purchase.
(7) Where, in the 4 months immediately preceding the date of a take-over
announcement, the on-market offeror or a person associated with the on-market
offeror has entered into an agreement for the purchase of a share or shares in
the target company, being an agreement that provides that the price specified
in the agreement as the price payable for the share or any of the shares may
be increased in accordance with the terms of the agreement, then, for the
purposes of sub-section (6), the price agreed to be paid for the share or any
of the shares shall be taken to be the price so specified in the agreement.
(8) Nothing in this section prohibits an on-market offeror from acquiring in
accordance with paragraph 13 (3) (b), during the period commencing when the
take-over announcement is made and ending at the expiration of the sixth
trading day before the expiration of the period in which offers constituted by
the take-over announcement remain open, shares to which the relevant take-
over announcement relates at a price (in this sub-section referred to as a
"relevant price") that is higher than the price specified in the announcement
or is higher than any price that is deemed by a previous operation of this
sub- section or of sub-section (11) to be specified in the announcement but,
if the on-market offeror acquires shares at a relevant price during that
period, that relevant price shall, for the purposes of any offer that is
accepted after the acquisition takes place, be deemed to be the price
specified in the announcement unless and until another price is deemed by
virtue of the operation of this sub-section or of sub-section (11) to be
specified in the announcement.
(9) An on-market offeror shall not, during the period commencing at the end of
the period referred to in sub-section (8) and ending at the expiration of the
period during which offers constituted by the take-over announcement remain
open, acquire shares to which the take-over announcement relates at a price
that is higher than the price that, at the expiration of the period referred
to in sub-section (8), is, or is deemed to be, the price specified in the
announcement.
(10) An on-market offeror who makes offers constituted by a take-over
announcement in relation to shares in a company shall-
(a) on the day on which the announcement is made-
(i) serve on the target company a Part C statement relating to the
offers that is signed, where the on-market offeror is, or
includes, a natural person or natural persons, by that person
or by each of those persons and, where the on-market 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;
(ii) serve a copy of the statement on the stock exchange that is the
home exchange in relation to the target company; and
(iii) lodge a copy of the statement with the Commission; and
(b) within 14 days after the day on which the announcement is made,
dispatch a copy of the statement in a manner approved by the
Commission to each holder of shares included in the class of shares to
which the announcement relates.
(11) If, at any time after the making of a take-over announcement and before
the end of the period during which offers constituted by the take-over
announcement remain open-
(a) the target company makes an allotment of, or grants an option to
subscribe for, any of its shares, or agrees to make such an allotment
or to grant such an option;
(b) the target company issues, or agrees to issue, convertible notes; or
(c) the target company declares a dividend, the on-market offeror may,
with the consent of the Commission, cause an announcement to be made
on behalf of the on-market offeror by a member of the stock exchange
that is referred to in sub-section (2) at an official meeting
of that stock exchange stating that a specified lower price per share is to be
substituted for the price per share specified in the take-over announcement
and, where such an announcement is made, that lower price shall, unless and
until a different price is deemed to be specified in the take-over
announcement by virtue of the operation of this sub-section or of sub-section
(8), be deemed to be the price specified in the take-over announcement.
(12) An on-market offeror who has made offers constituted by a take-over
announcement in relation to shares in a company may cause an announcement to
be made on his behalf by a member of the stock exchange that is referred to in
sub-section (2) at an official meeting of that stock exchange before the
expiration of the sixth trading day before-
(a) the end of the period of one month referred to in that sub-section; or
(b) if that period has been extended pursuant to the previous exercise on
one or more occasions of the power conferred by this sub-section-the
end of the extended period, extending that period or that extended
period, as the case may be, for a further period of one month, but so
that the total period for which the offers remain open does not exceed
6 months.
(13) Where an on-market offeror causes an announcement to be made pursuant to
sub-section (11) or (12), the on-market offeror shall, on the day on which the
announcement is made-
(a) serve on the stock exchange at an official meeting of which the
announce- announcement is made and on the target company; and
(b) lodge with the Commission, a notice setting out the terms of the
announcement.
(14) Subject to section 33, offers constituted by an announcement made in
accordance with sub-section (2) of this section remain open for the period of
one month referred to in that sub-section or, if that period has been extended
in accordance with sub-section (12) of this section, for that period as so
extended.
(15) Where an offer to acquire shares in a company or other corporation that
is made by virtue of an announcement made at a meeting of a stock exchange in
the Territory by a member of that stock exchange in accordance with
sub-section (2) or the corresponding provision of a law of a State or of
another Territory is accepted-
(a) if the member is not acting as agent for a member of another stock
exchange-the member who made the announcement; or
(b) if the member is acting as agent for a member of another stock
exchange-the member of that other stock exchange, shall be deemed to
have contracted as principal with the person who (whether on his own
behalf or on behalf of another person) accepted the offer to acquire
the shares to which the acceptance relates, but nothing in this
sub-section affects the rights and obligations between the member who
is so deemed to have contracted as principal and the
on-market offeror.
(16) Where, in respect of a contract that resulted from the acceptance of an
offer made by virtue of a take-over announcement, a member of a stock exchange
who contracted, or is deemed by sub-section (15) to have contracted, as
principal with the person who accepted the offer was, at the time when the
contract was made, a partner in a partnership that carried on a business of
dealing in securities, any liabilities of the member arising by reason of his
so having contracted, or being deemed to have contracted, as principal are
joint and several liabilities of the persons who were the partners in the
partnership at that time.
(17) A Part C statement referred to in paragraph (10) (a) may contain, in
addition to the information referred to in Part C of the Schedule, such
informa- information as the on-market 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.
(18) A reference in this section to a member of the stock exchange that is the
home exchange in relation to a company shall be construed as including a
reference to a member of another stock exchange who is entitled to trade in
securities on the stock market of the first-mentioned stock exchange.
(19) A reference in this section to a representative of a member of a stock
exchange includes a reference to-
(a) an employee of the member; and
(b) if the member is a partner in a partnership that carries on a business
of dealing in securities-
(i) another partner in the partnership; or
(ii) an employee of the partnership.
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