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COMPANIES (ACQUISITION OF SHARES) ACT 1980 No. 64 of 1980 - SECT 28

Declaration where take-over offers are conditional
28. (1) Where an offeror makes a take-over offer that is subject to a
prescribed condition, the offeror may not, except in accordance with this
section, whether expressly or impliedly and whether in writing or by conduct,
declare the take-over offer or any contract resulting from the acceptance of
the take-over offer to be free from the condition, and may not otherwise treat
the take-over offer or any contract resulting from the acceptance of the take-
over offer as being free from the condition.

(2) Where an offer under a take-over scheme is subject to a prescribed
condition, the offeror may declare the offer to be free from the condition if-

   (a)  it is a term of the offer that he may do so not less than 7 days
        before the end of the period during which the offer remains open and
        the offer is declared to be free from the condition in accordance with
        that term; and

   (b)  at the same time he declares all other offers under the take-over
        scheme, and all contracts formed by the acceptance of offers under the
        take-over scheme, to be free from the condition.

(3) If an offeror declares all offers under a take-over scheme to be free from
a prescribed condition, he shall forthwith cause to be published a notice
stating that the offers are free from the condition and specifying the
proportion that the number of shares included in the class of shares to which
the offers related to which, to his knowledge, he is entitled at the time of
lodging the notice for publication bears to the number of shares included in
that class.

(4) The offeror shall, whether or not he has caused a notice to be published
under sub-section (3), cause to be published on the prescribed date a notice-

   (a)  stating whether he has declared the offers to be free from the
        condition;

   (b)  stating whether the offers have become free from the condition by
        reason of the operation of sub-section 30(1); and

   (c)  stating whether, to his knowledge, the condition was, at the time of
        lodging the notice for publication, fulfilled.

(5) A reference in sub-section (4) to the prescribed date shall be construed
as a reference to-

   (a)  the date specified in the take-over offers in accordance with sub-
        paragraph 16(2)(f)(v); or

   (b)  if the period for which the take-over offers are to remain open has
        been extended as provided by section 27-the date that is later than
        the date referred to in paragraph (a) by a period equal to the period
        of the extension.

(6) Where a notice under sub-section (4) states that the offeror has declared
the offers to be, or that the offers have become, free from a
prescribed condition or that a prescribed condition has been fulfilled, the
notice shall also specify the proportion that the number of shares included in
the class of shares to which the offers related to which, to his knowledge, he
is entitled at the time of lodging the notice for publication bears to the
number of shares included in that class.

(7) A notice under sub-section (3) or (4) shall be published in a newspaper
circulating generally in the Territory and, if shares in the target company
are listed for quotation on the stock market of a stock exchange in a State or
in another Territory and that newspaper does not circulate generally in that
State or other Territory, in a newspaper that does so circulate.

(8) Where a notice referred to in sub-section (3) or (4) is lodged for
publication, the offeror shall, on the first day on which the notice is lodged
for publication-

   (a)  lodge a copy of the notice with the Commission; and

   (b)  if the target company is a listed public company-serve a copy of the
        notice on the stock exchange that is the home exchange in relation to
        the target company.

(9) Where a prescribed condition to which a take-over offer is subject has not
been fulfilled and a notice referred to in sub-section (4) has not been
published as required by this section, all contracts formed by the acceptance
of offers under the relevant take-over scheme are void.

(10) In this section, a reference to lodgment of a notice for publication
shall be construed as a reference to lodgment of the notice at an office of
the publisher of the newspaper in which the notice is proposed to be published
or at an office of an agent of the publisher of that newspaper. 


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