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COMPANIES (ACQUISITION OF SHARES) ACT 1980 No. 64 of 1980 - SECT 31
Effect of acquiring shares otherwise than under take-over scheme
31. (1) Where-
(a) a take-over offer is made in respect of shares in a company;
(b) the consideration payable under the offer consists solely of a cash
sum or includes alternative considerations one of which consists
solely of a cash sum;
(c) after the relevant Part A statement was served on the target company
and before the offer is accepted, the offeror purchased or purchases
shares in the company included in the same class as the
first-mentioned shares, otherwise than as a result of the acceptance
of an offer under the relevant take-over scheme, for a consideration
that consists solely of a cash sum; and
(d) the amount paid or payable for any of the shares referred to in
paragraph (c) is higher than the cash sum payable under the offer for
each share to which the offer relates, the offer shall be deemed to be
varied so that the cash sum payable for each share to which the offer
relates is an amount equal to the highest amount paid or payable by
the offeror for any of the shares referred to in paragraph (c).
(2) Where-
(a) a take-over offer made in respect of shares in a company is accepted;
(b) the consideration paid or payable under the contract resulting from
the acceptance of the offer consisted or consists solely of a cash
sum;
(c) after the acceptance of the offer and before the expiration of the
period in which the offer, if it had not been accepted, would have
remained open, the offeror purchases shares in the company included in
the same class as the first-mentioned shares, otherwise than as a
result of the acceptance of an offer under the relevant
take-over scheme, for a consideration that consists solely of a cash
sum; and
(d) the amount paid or payable for any of the shares referred to in
paragraph (c) is higher than the consideration paid or payable for
each share under the contract referred to in paragraph (b), that
contract shall be deemed to be varied so that the consideration
payable for each share under the contract is an amount equal to the
highest amount paid or payable by the offeror for any of the shares
referred to in paragraph (c) and, if the offeree has already received
the whole or any part of the consideration under the contract, he is
entitled to receive forthwith the additional consideration resulting
from the variation.
(3) Where-
(a) a take-over offer made in respect of shares in a company is accepted;
(b) the consideration paid or provided or to be paid or provided under the
contract resulting from the acceptance of the offer does not consist
solely of a cash sum; and
(c) after the relevant Part A statement was served on the target company
and before the expiration of the period in which the offer, if it had
not been accepted, would have remained open, the offeror purchased or
purchases shares in the company included in the same class as the
first-mentioned shares, otherwise than as a result of the acceptance
of an offer under the relevant take-over scheme, for a consideration
that consists solely of a cash sum, the offeror shall, within 14 days
after the expiration of that period, give notice in writing to the
offeree setting out the highest price paid or payable by the offeror
for any of the shares referred to in paragraph (c) and informing the
offeree that he may, within 28 days after the receipt by him of the
notice, by writing given to the offeror, elect to receive for each
share in respect of which he has accepted the offer an amount equal to
that price in substitution for the consideration under the contract
and, where such an election is made, the offeree is entitled to
receive for each such share the substituted amount and is entitled to
receive that amount forthwith or, if he has already received the whole
or any part of the consideration under the contract, forthwith upon
returning that consideration (together with any necessary documents of
transfer) to the offeror.
(4) Where-
(a) a take-over offer made in respect of shares in a company is accepted;
(b) the consideration under the contract resulting from the acceptance of
the offer consists solely of a cash sum and it is a term of the
contract that the offeree makes, or that the sum is applied in whole
or in part in making, a payment by way of a deposit or loan; and
(c) after the relevant Part A statement was served on the target company
and before the expiration of the period in which the offer, if it had
not been accepted, would have remained open, the offeror purchased or
purchases shares in the company included in the same class as the
first-mentioned shares, otherwise than as a result of the acceptance
of an offer under the relevant take-over scheme, for a consideration
that consists solely of a cash sum and the contract for the purchase
of those shares does not contain a term of the kind mentioned in
paragraph (b), the offeror shall, within 14 days after the expiration
of that period, give notice in writing to the offeree setting out the
highest price paid or payable by the offeror for any of the shares
referred to in paragraph (c) and informing the offeree that he may,
within 28 days after the receipt by him of the notice, by writing
given to the offeror, elect to receive for each share in respect of
which he has accepted the offer an amount equal to that price in
substitution for the consideration under the contract and, where such
an election is made-
(d) the contract referred to in paragraph (b) shall be deemed not to have
included the term referred to in that paragraph;
(e) the offeree is entitled to receive the substituted amount for each
share to which the contract relates and is entitled to receive that
amount forthwith;
(f) the offeree shall forthwith return to the offeror any consideration
that the offeree has received under the contract (not including any
consideration that has been applied, or an amount equivalent to which
has been applied, in making a payment by way of deposit or loan in
accordance with the term referred to in paragraph (b) and any document
eviden- evidencing any payment by way of a deposit or loan that the
offeree has made in accordance with that term; and
(g) upon the payment of the substituted amount to the offeree, any debt
due to the offeree arising out of any payment by way of a deposit or
loan in accordance with the term referred to in paragraph (b) or
arising out of the application of the consideration under the contract
is, by force of this paragraph, discharged.
(5) Where, in accordance with sub-section (3) or the provision of a law of a
participating State or a participating Territory that corresponds with that
sub- section, an offeree returns to a company any certificates (together with
any necessary documents of transfer) in respect of shares allotted by that
company as the consideration or part of the consideration for the acquisition
of shares in a corporation, the company may cancel the allotment of those
shares, and any such cancellation shall not be taken to be a reduction of
capital.
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