Commonwealth Numbered Acts

COMPANIES (ACQUISITION OF SHARES) ACT 1980 No. 64 of 1980 - SECT 38

38. (1) Subject to this section, where-

   (a)  a Part A statement has been served on a company in accordance with
        paragraph 16 (2) (d);

   (b)  a Part C statement has been served on a company in accordance with
        paragraph 17 (10) (a); or

   (c)  the directors of a company otherwise have reason to believe that a
        person proposes, or 2 or more persons together propose, to make
        take-over offers, or cause a take-over announcement to be made, in
        respect of shares in the company, the following sub-sections of this
        section have effect-

   (d)  in a case to which paragraph (a) applies-

        (i)    during the period commencing when the Part A statement was
               served and ending at the expiration of 28 days after the day on
               which that statement was served or, if take-over offers are
               dispatched pursuant to the statement within those 28 days, at
               the expiration of the period during which the take-over offers
               remain open; and

        (ii)   if take-over offers are dispatched, in accordance with an order
               under section 46, pursuant to the Part A statement-during the
               period during which the take-over offers remain open;

   (e)  in a case to which paragraph (b) applies-until the end of the period
        during which offers constituted by the take-over announcement to which
        the Part C statement relates remain open; or

   (f)  in a case to which paragraph (c) applies-during any period in which
        the directors have reason to believe the matters mentioned in that
        paragraph.

(2) The target company or a person associated with the target company or with
an officer of the target company, or, if a person associated with the
target company is a corporation, an officer of that corporation, or a person
associated with such an officer, shall not make or issue, or cause or permit
to be made or issued, any statement to the public or to all or any members of
the target company (not being a statement made or issued solely to officers of
or advisers to the target company) to the effect that the market value of an
asset or assets of the target company or of a corporation that is related to
the target company differs from an amount at which the value of the asset or
assets is shown in the books of the target company or related corporation
unless the statement-

   (a)  is in writing; and

   (b)  is issued with the consent in writing of the Commission and in
        accordance with such conditions (if any) as are specified by the
        Commission.

(3) A reference in sub-section (2) to an amount at which the value of an asset
of a company or other corporation is shown in the books of the company or
other corporation is a reference to an amount at which the value of the asset
of the company or other corporation is shown in the most recently published
accounts of the company or other corporation, being accounts required to be
prepared by the law of the place where the company or other corporation is
incorporated or formed.

(4) Nothing in sub-section (2) applies to or in relation to-

   (a)  any accounts made out and laid before-

        (i)    a company at an annual general meeting in accordance with the
               Companies Ordinance 1962; or

        (ii)   a corporation at an annual general meeting in accordance with
               the law of the place where the corporation is incorporated or
               formed that corresponds with the Companies Ordinance 1962;

   (b)  any accounts made out and lodged-

        (i)    in accordance with section 74F of the Companies Ordinance 1962;
               or

        (ii)   in accordance with a provision of a law of another State or
               Territory that corresponds with section 74F of the Companies
               Ordinance 1962; or

   (c)  any document attached to any such accounts in accordance with the
        Companies Ordinance 1962 or such a corresponding law or corresponding
        provision.