Commonwealth Numbered Acts

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COMPANIES (ACQUISITION OF SHARES) ACT 1980 No. 64 of 1980 - SECT 33

Withdrawal of on-market offers
33. (1) If, after the making of a take-over announcement in relation to shares
in a target company and before the end of the period in which offers
constituted by the take-over announcement remain open, a prescribed occurrence
takes place, the on-market offeror may, before the end of that period,
withdraw such of the offers as have not been accepted by causing an
announcement to that effect to be made on his behalf by a member of the stock
exchange that is referred to in sub-section 17 (2) at an official meeting of
that stock exchange.

(2) An on-market offeror is not entitled, by reason of any of the occurrences
referred to in paragraphs (a) to (g), inclusive, of the definition
of "prescribed occurrence" in section 6, to withdraw offers made by virtue of
a take-over announcement if, at the time of the relevant occurrence, the
on-market offeror was entitled to more than 50% of the voting shares in the
target company.

(3) If, after the making of a take-over announcement in relation to shares in
a company and before the end of the period in which offers constituted by the
take-over announcement remain open, being a take-over announcement made on
behalf of a natural person or on behalf of 2 or more persons at least one of
whom is a natural person, that natural person or, if there are 2 or more
natural persons, either or any of them-

   (a)  dies;

   (b)  becomes bankrupt; or

   (c)  is declared by a court to be incapable of managing his affairs, such
        of the offers made by virtue of the take-over announcement as have not
        been accepted shall be deemed to have been withdrawn on the day on
        which the person died, became bankrupt or was declared to be so
        incapable, as the case may be.

(4) If, after the making of a take-over announcement in relation to shares in
a company and before the end of the period in which offers constituted by the
take-over announcement remain open, being a take-over announcement made on
behalf of a corporation or on behalf of 2 or more persons at least one of whom
is a corporation-

   (a)  that corporation or, if there are 2 or more corporations, either or
        any of those corporations is placed under official management;

   (b)  an order is made by a court for the winding up of that corporation or,
        if there are 2 or more corporations, of either or any of those
        corporations; or

   (c)  a provisional liquidator of that corporation, or, if there are 2 or
        more corporations, of either or any of those corporations, is
        appointed, such of the offers made by virtue of the
        take-over announcement as have not been accepted shall be deemed to
        have been withdrawn on the day on which the corporation was placed
        under official management, the winding up order was made or the
        provisional liquidator was appointed, as the case may be.

(5) If, after the making of a take-over announcement by a member of a stock
exchange in relation to shares in a company and before the end of the period
in which offers constituted by the take-over announcement remain open-

   (a)  where the member is not acting as agent for a member of another stock
        exchange-the member who made the announcement; or

   (b)  where the member is acting as agent for a member of another stock
        exchange-the member of that other stock exchange, becomes bankrupt, is
        directed by the committee of management, board of directors or other
        governing authority of the stock exchange of which he is a member to
        cease to carry on the business of dealing in securities or, in the
        case of a member who carries on a business of dealing in securities
        otherwise than as a partner in a partnership, dies or is declared by a
        court to be incapable of managing his affairs, such of the offers made
        by virtue of the take-over announcement as have not been accepted
        shall be deemed to have been withdrawn on the day on which the member
        became bankrupt, was so directed to cease to carry on business, died
        or was so declared to be incapable, as the case may be.

(6) After the making of a take-over announcement and before the end of the
period in which offers constituted by the take-over announcement remain open-

   (a)  the on-market offeror may, with the consent of the Commission,
        withdraw such of the offers as have not been accepted by causing an
        announcement to that effect to be made on his behalf by a member of
        the stock exchange that is referred to in sub-section 17 (2) at an
        official meeting of that stock exchange; or

   (b)  the member of the stock exchange that is referred to in sub-section 17
        (2) who made the take-over announcement on behalf of the
        on-market offeror may, with the consent of the Commission, withdraw
        such of the offers as have not been accepted by making an announcement
        to that effect at an official meeting of that stock exchange, but the
        Commission shall not grant its consent to such a withdrawal unless it
        is satisfied that in all the circumstances it is just and equitable to
        permit the withdrawal of the offers. 


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