Commonwealth Numbered Acts

[Index] [Table] [Search] [Search this Act] [Notes] [Noteup] [Previous] [Next] [Download] [Help]

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. 


AustLII: Copyright Policy | Disclaimers | Privacy Policy | Feedback