Commonwealth Numbered Acts
[Index]
[Table]
[Search]
[Search this Act]
[Notes]
[Noteup]
[Previous]
[Download]
[Help]
COMPANIES (ACQUISITION OF SHARES) ACT 1980 No. 64 of 1980 - SCHEDULE
SCHEDULE Sections 16, 17, 22 and
32
PART A-STATEMENT TO BE FURNISHED BY OFFEROR
1. The statement shall-
(a) set out the period during which the offers are intended to remain
open;
(b) where the offeror is or includes a corporation or corporations-
(i) specify the names, occupations and addresses of all the
directors of the corporation or of each corporation;
(ii) contain a summary of the principal activities of the
corporation or of each corporation; and
(iii) if the corporation or either or any of the corporations is
included in a group of corporations consisting of a holding
company and a subsidiary or subsidiaries-contain a summary of
the principal activities of the group of corporations;
(c) set out full particulars of the shares in the target company to which
the offeror is entitled or, if there are no such shares, set out a
statement to that effect;
(d) set out full particulars of marketable securities of the
target company (not being shares) to which the offeror is entitled or,
if there are no such securities to which the offeror is entitled set
out a statement to that effect;
(e) where the offeror is or includes a corporation or corporations and
shares may be acquired for a consideration that is or includes
marketable securities of that corporation or of any of those
corporations or each offer is subject to a condition requiring the
making of a pay- ment (whether by way of making a loan, subscribing
for shares or otherwise) by the offeree to that corporation or any of
those corporations, set out, in respect of that corporation or each of
those corporations-
(i) the reports that, if the statement were a prospectus issued on
the date on which the statement is registered under section 18,
would be required to be set out in a statement under clauses 20
and 23, and, if the consideration includes debentures, in a
statement under clauses 32, 33 and 34, of the Fifth Schedule to
the Companies Ordinance 1962;
(ii) in respect of each report referred to in sub-paragraph (i)-a
statement that the person or each of the persons by whom the
report is made consents to the inclusion of the report in the
form and context in which it is included;
(iii) full particulars of any alterations in the capital structure of
the corporation during the period of 5 years immediately
preceding the date on which the statement is lodged with the
Commission for registration and particulars of the dates of any
such alterations and the source of any increase in its capital;
and
(iv) full particualars of any alterations in the capital structure
of any corporation that, at any time during the period of 5
years referred to in sub-paragraph (iii), was a subsidiary of
the corporation referred to in that sub-paragraph, being
alterations occurring during the period in which the
corporation was a subsidiary of the corporation referred to in
that sub-paragraph, and particulars of the dates on which any
such corporation became a subsidiary or ceased to be a
subsidiary, the date of any alteration in its capital structure
and the source of any increase in its capital;
(f) where the offeror is or includes a natural person or natural persons-
specify the name, address and occupation of that person or of each of
those persons, set out a summary of the principal business activities
of that person or of each of those persons and specify the corporation
(if any) of which that person or any of those persons is a director or
other officer, it being sufficient, where a person is a director of
one or more subsidiaries of the same holding company, to specify that
he holds one or more directorships in a group of companies that may be
described by the name of the holding company with the addition of the
word "Group";
(g) where-
(i) the offeror has dispatched offers or invitations relating to
the acquisition of shares in the target company (whether voting
shares or not) of a different class from the shares to which
the take-over offers relate or relating to the acquisition of
renounceable options or convertible notes granted or issued by
the target company, being offers or invitations that are open
or expressed to be open on the day on which the statement is
served on the target company; or
(ii) the offeror proposes to dispatch, while the take-over offers
remain open, offers or invitations relating to the acquisition
of shares in the target company (whether voting shares or not)
of a different class from the shares to which the take-over
offers relate or relating to the acquisition of
renounceable options or convertible notes granted or issued by
the target company,
set out the terms or proposed terms of those offers or invitations; and
(h) where the offeror intends, if he is required under sub-section 43 (4)
to give notice to the holders of any non-voting shares in,
renounceable options granted by, or convertible notes issued by, the
target company, to propose terms for the acquisition of those shares,
renounceable options or convertible notes-set out those proposed
terms.
2. The statement shall set out particulars of any restriction on the right to
transfer shares to which the offers relate contained in the constituent
documents of the target company that has the effect of requiring the holders
of the shares, before transferring them, to offer them for purchase to members
of the target company or to any other person and, if there is any such
restriction, the arrangements (if any) being made to enable the shares to be
transferred.
3. If the consideration for the acquisition of the shares to which the
take-over offers relate or for the acquisition of any shares,
renounceable options or convertible notes referred to in paragraph 1 (h) is to
be satisfied in whole or in part by the payment of cash, the statement shall
set out-
(a) if the offeror is to provide some or all of the cash from his own
funds- particulars sufficient to identify the cash amounts held by the
offeror for or in respect of payment of the consideration; and
(b) if the offeror is not to provide all of the cash, or is not to provide
any of it, from his own funds-particulars sufficient to identify the
other person who is, or each of the other persons who are, to provide,
whether directly or indirectly, some or all of the cash from his or
their own funds and particulars of the arrangements by which that cash
will be provided by that other person or those other persons.
4. The statement shall set out-
(a) where it is proposed in connection with the offers that any payment or
other benefit will-
(i) be made or given to any director, secretary or
executive officer of the target company as compensation for
loss of, or as consideration for or in connection with his
retirement from, office as a director, secretary or
executive officer or any other office in connection with the
management of affairs of the target company or of a corporation
that is related to the target company; or
(ii) be made or given to any director, secretary or
executive officer of any corporation that is related to the
target company as compensation for loss of, or as consideration
for or in connection with his retirement from, office as a
director, secretary or executive officer or any other office in
connection with the management of affairs of the target company
or of a corporation that is related to the target company,
particulars of the proposed payment or benefit;
(b) where there is any other agreement or arrangement made between the
offeror and any of the directors of the target company in connection
with or conditional upon the outcome of the offers-particulars of any
such agreement or arrangement;
(c) whether, within the knowledge of the offeror, the financial position
of the target company has materially changed since the date of the
last balance-sheet laid before the company in general meeting and, if
so, full particulars of the change known to the offeror;
(d) where there is any agreement or arrangement whereby any shares
acquired by the offeror pursuant to the offers will or may be
transferred to any other person-
(i) the names of the persons who are parties to the agreement or
arrangement the number, description and amount of the shares
that will or may be so transferred and, if the transferee is
not a party to the agreement or arrangement, the name of the
transferee; and
(ii) the number, description and amount of any shares in the target
company held by or on behalf of each of the persons who are
parties to the agreement or arrangement and, if the transferee
is not a party to the agreement or arrangement, by or on behalf
of the transferee or, if no such shares are so held, a
statement to that effect;
(e) where there is any agreement or arrangement for the acquisition of
shares in the target company by the offeror or by a person associated
with the offeror, being an agreement or arrangement under which the
person, or either or any of the persons, from whom the shares have
been or are to be acquired or any person associated with that person
or with either or any of those persons may, at any time after an offer
is dispatched, become entitled to any benefit, whether by way of
receiving an increased price for those shares or by payment of cash or
otherwise, that is related to, dependent upon, or calculated in any
way by reference to, the consideration payable for shares acquired
after the agreement or arrangement was entered into-full particulars
of that agreement or arrangement; and
(f) any other information (other than matter that is not permitted to be
included in a statement referred to in section 37 or 38 without the
consent of the Commission) material to the making of a decision by an
offeree whether or not to accept an offer, being information that is
within the knowledge of the offeror and has not previously been
disclosed to the holders of shares in the target company.
5. Where-
(a) the consideration to be offered in exchange for shares in the target
company consists, in whole or in part, of marketable securities
issued, or to be issued, by a corporation that is not, or is not
included in, the offeror; or
(b) the offer is subject to a condition requiring the making of a payment
(whether by way of making a loan, subscribing for shares or otherwise)
by the offeree to a corporation that is not, or is not included in,
the offeror,
the statement shall contain the same information as would have to be given
pursuant to a requirement of any other provision of this Schedule if the
corporation were the offeror.
6. The succeeding provisions of this Part apply only where the consideration
to be offered in exchange for shares in the target company consists, in whole
or in part, of marketable securities issued, or to be issued, by a
corporation.
7. Where the marketable securities are listed for quotation on the stock
market of a stock exchange, the statement shall state the fact, specify the
stock exchange concerned and specify-
(a) the latest recorded sale price before the date on which the statement
is lodged with the Commission for registration;
(b) the highest and lowest recorded sale prices during the 3 months
immediately preceding that date and the respective dates of the
relevant sales; and
(c) where the take-over offers have been the subject of a public
announcement in newspapers or by any other means before the statement
is served on the target company, the latest recorded sale price
immediately before the public announcement.
8. Where the marketable securities are listed for quotation on or dealt in on
more than one stock exchange, it is sufficient compliance with paragraphs 7
(a) and (c) if information with respect to the marketable securities is given
in relation to the stock exchange at which there has been the greatest number
of recorded dealings in the securities in the 3 months immediately preceding
the date on which the statement is served on the target company.
9. Where the securities are not listed for quotation on the stock market of a
stock exchange, the statement shall set out all the information that the
offeror has as to the number of the securities that have been sold in the 3
months immediately preceding the date on which the statement is served on the
target company and the amount of those securities and the prices at which they
were sold and, if the offeror does not have any such information, a statement
to that effect.
10. Where marketable securities are to be issued, the information required
under clauses 7, 8 and 9 shall be given in respect of such
marketable securities as have been issued and are of the same class as those
to be issued.
PART B-STATEMENT TO BE FURNISHED BY TARGET COMPANY TO
WHICH TAKE-OVER SCHEME RELATES
1. The statement shall set out-
(a) except in the case of a target company that is in the course of being
wound up or is under official management, in relation to each director
of the target company-
(i) if the director desires to make and considers himself justified
in making, a recommendation in relation to the offers-whether
the director recommends the acceptance of offers made or to be
made by the offeror or recommends against such acceptance and,
in either case, his reasons for so recommending;
(ii) if the director is not available to consider the offers-that
the director is not so available and the reasons for his being
not so available; or
(iii) in any other case-that the director does not desire to make a
recommendation or does not consider himself justified in making
a recommendation and his reasons for not so desiring or for so
considering; or
(b) in the case of a target company that is in the course of being wound
up or is under official management, in relation to each liquidator or
each official manager, as the case requires-
(i) if the liquidator or official manager, as the case may be,
desires to make and considers himself justified in making, a
recommendation in relation to the offers-whether the liquidator
or official manager, as the case may be, recommends the
acceptance of offers made or to be made by the offeror or
recommends against such acceptance and, in either case, his
reasons for so recommending; or
(ii) in any other case-that the liquidator or official manager, as
the case may be, does not desire to make a recommendation or
does not consider himself justified in making a recommendation
and his reasons for not so desiring or for so considering.
2. The statement shall set out-
(a) the number, description and amount of marketable securities of the
target company held by or on behalf of each director of the company
or, in the case of a director by or on behalf of whom none are so
held, that fact;
(b) in respect of each director of the target company by whom, or on whose
behalf, shares in the target company are held-
(i) whether the director intends to accept any offer that has been
or may be made in respect of those shares; or
(ii) that the director has not decided whether he will accept such
an offer;
(c) the name of any director of the target company who voted against the
relevant resolution authorizing the Part B statement and, if the
director so requires, a statement by that director setting out his
reasons for so voting;
(d) where the offeror is or includes a corporation or corporations,
whether any marketable securities of that corporation or of any of
those corporations are held by, or on behalf of, any director of the
target company and, if so, the number, description and amount of those
marketable securities;
(e) where it is proposed that any payment or other benefit will-
(i) be made or given to any director, secretary or
executive officer of the target company as compensation for
loss of, or as consideration for or in connection with his
retire- ment from, office as a director, secretary or
executive officer or any other office in connection with the
management of affairs of the target company or of a corporation
that is related to the target company; or
(ii) be made or given to any director, secretary or
executive officer of any corporation that is related to the
target company as compensation for loss of, or as consideration
for or in connection with his retirement from, office as a
director, secretary or executive officer or any other office in
connection with the management of affairs of the target company
or of a corporation that is related to the target company,
particulars of the proposed payment or benefit;
(f) where there is any other agreement or arrangement made between any
director of the target company and any other person in connection with
or conditional upon the outcome of the offers-particulars of any such
agreement or arrangement;
(g) whether any director of the target company has an interest in any
contract entered into by the offeror and, if so, particulars of the
nature and extent of each such interest;
(h) if the shares to which the offers relate are not listed for quotation
on the stock market of a stock exchange, all the information that the
target company has as to the number of any such shares that have been
sold in the 6 months immediately preceding the date on which the
Part A statement relating to the offers was served on the
target company and the amount of those shares and the prices at which
they were sold;
(j) whether, within the knowledge of-
(i) in the case of a Part B statement that is signed as mentioned
in paragraph 22 (2) (a)- any of the directors of the
target company; or
(ii) in the case of a Part B statement that is signed as mentioned
in paragraph 22 (2) (b)- the liquidator or official manager, as
the case may be,
the financial position of the target company has materially changed since the
date of the last balance-sheet laid before the company in general meeting or
dispatched to shareholders in accordance with section 164 of the Companies
Ordinance 1962 and, if so, full particulars of any such change or changes; and
(k) any other information (other than matter that is not permitted to be
included in a statement referred to in section 37 or 38 without the
consent of the Commission) material to the making of a decision by an
offeree whether or not to accept an offer, being information that is
within the knowledge of-
(i) in the case of a Part B statement that is signed as mentioned
in paragraph 22 (2) (a)- any of the directors of the
target company; or
(ii) in the case of a Part B statement that is signed as mentioned
in paragraph 22 (2) (b)- the liquidator or official manager, as
the case may be,
and has not previously been disclosed to the holders of shares in the target
company.
PART C-STATEMENT TO BE FURNISHED BY ON-MARKET OFFEROR
1. The statement shall set out full particulars of the offers constituted by
the take-over announcement, including the period for which the offers will,
unless withdrawn, remain open.
2. The statement shall-
(a) where the on-market offeror is or includes a corporation or
corporations-
(i) specify the names, occupations and addresses of all the
directors of the corporation or of each corporation;
(ii) contain a summary of the principal activities of the
corporation or of each corporation; and
(iii) if the corporation or either or any of the corporation is
included in a group of corporations consisting of a holding
company and a subsidiary or subsidiaries- contain a summary of
the principal activites of the group of corporations;
(b) set out full particulars of the shares in the target company to which
the on-market offeror is entitled or, if there are no such shares, set
out a statement to that effect;
(c) set out full particulars of marketable securities of the
target company (not being shares) to which the on-market offeror is
entitled or, if there are no such securities to which the on- market
offeror is entitled, set out a statement to that effect;
(d) where the on-market offeror is or includes a natural person or natural
persons, specify the name, address and occupation of that person or of
each of those persons and set out a summary of the principal business
activities of that person or of each of those persons and specify the
corporations (if any) of which that person or any of those persons is
a director or other officer, it being sufficient, where a person is a
director of one or more subsidiaries of the same holding company, to
specify that he holds one or more directorships in a group of
companies that may be described by the name of the holding company
with the addition of the word "Group";
(e) particulars of all acquisitions or disposals of shares in the target
company by the on-market offeror or any person associated with the
offeror in the period of 3 months preceding the date of the
take-over announcement, including particulars of the price per share
in relation to each acquisition or disposal; and
(f) where the on-market offeror intends, if he is required under
sub-section 43 (4) to give notice to the holders of any
non-voting shares in, renounceable options granted by, or convertible
notes issued by, the target company, to propose terms for the
acquisition of those shares, renounceable options or
convertible notes-set out those proposed terms.
3. The statement shall set out-
(a) if the on-market offeror is to provide from his own funds some or all
of t he cash payable as consideration for the acquisition of shares to
which the take-over announcement relates or for the acquisition of any
shares, renounceable options, or convertible notes referred to in
paragraph 2 (f)-particulars sufficient to identify the cash amounts
held by the on-market offeror for or in respect of payment of the
consideration; and
(b) if the on-market offeror is not to provide from his own funds all of
the cash payable as consideration for the acquisition of shares to
which the take-over announcement relates or for the acquisition of any
shares, renounceable options or convertible notes referred to in
paragraph 2 (f), or is not to provide any of that cash from his own
funds- particulars sufficient to identify the other person who is, or
each of the other persons who are, to provide, whether directly or
indirectly, some or all of the cash from his or their own funds and
particulars of the arrangements by which that cash will be provided by
that other person or those other persons.
4. The statement shall set out-
(a) where it is proposed in connection with the take-over announcement
that any payment or other benefit will-
(i) be made or given to any director, secretary or
executive officer of the target company as compensation for
loss of, or as consideration for or in connection with his
retire- ment from, office as a director, secretary or
executive officer or any other office in connection with the
management of affairs of the target company or of a corporation
that is related to the target company; or
(ii) be made or given to any director, secretary or
executive officer of any corporation that is related to the
target company as compensation for loss of, or as consideration
for or in connection with his retirement from, office as a
director, secretary or executive officer or any other office in
connection with the management of affairs of the target company
or of a corporation that is related to the target company,
particulars of the proposed payment or benefit;
(b) where there is any other agreement or arrangement made between the
on-market offeror and any of the directors of the target company in
connection with or conditional upon the outcome of the
take-over announcement-particulars of any such agreement or
arrangement;
(c) whether, within the knowledge of the on-market offeror, the financial
position of the target company has materially changed since the date
of the last balance-sheet laid before the company in general meeting
and, if so, full particulars of the change known to the on-market
offeror;
(d) where there is any agreement or arrangement whereby any shares
acquired by the on-market offeror pursuant to the
take-over announcement will or may be transferred to any other person-
(i) the names of the persons who are parties to the agreement or
arrangement, the number, description and amount of the shares
that will or may be so transferred and, if the transferee is
not a party to the agreement or arrangement, the name of the
transferee; and
(ii) the number, description and amount of any shares in the target
company held by or on behalf of each of the persons who are
parties to the agreement or arrangement and, if the transferee
is not a party to the agreement or arrangement, by or on behalf
of the transferee or, if no such shares are so held, a
statement to that effect;
(e) where there is any agreement or arrangement for the acquisition of
shares in the target company by the on-market offeror or by a person
associated with the on-market offeror, being an agreement or
arrangement under which the person, or either or any of the persons,
from whom the shares have been or are to be acquired or any person
associated with that person or with either or any of those persons
may, at any time after the take-over announcement is made, become
entitled to any benefit, whether by way of receiving an increased
price for those shares or by payment of cash or otherwise, that is
related to, dependent upon, or calculated in any way by reference to,
the consideration payable for shares acquired after the agreement or
arrangement was entered into-full particulars of that agreement or
arrangement; and
(f) any other information (other than matter that is not permitted to be
included in a statement referred to in section 37 or 38 without the
consent of the Commission) material to the making of a decision by an
offeree whether or not to accept an offer, being information that is
within the knowledge of the on-market offeror and has not previously
been disclosed to the holders of shares in the target company.
PART D-STATEMENT TO BE FURNISHED BY TARGET COMPANY
TO WHICH TAKE-OVER ANNOUNCEMENT RELATES
1. The statement shall set out-
(a) except in the case of a target company that is in the course of being
wound up or is under official management, in relation to each director
of the target company-
(i) if the director desires to make and considers himself justified
in making, a recommendation in relation to the offers-where the
director recommends the acceptance offers constituted by the
take-over announcement or recommends against such acceptance
and, in either case, his reasons for so recommending;
(ii) if the director is not available to consider the offers-that
the director is not so available and the reasons for his being
not so available; or
(iii) in any other case-that the director does not desire to make a
recommendation or does not consider himself justified in making
a recommendation and his reasons for not so desiring or for so
considering; or
(b) in the case of a target company that is in the course of being wound
up or is under official management, in relation to each liquidator or
each official manager, as the case requires-
(i) if the liquidator or official manager, as the case may be,
desires to make and considers himself justified in making, a
recommendation in relation to the offers-whether the liquidator
or official manager, as the case may be, recommends the
acceptance of offers constituted by the take-over announcement
or recommends against such acceptance and, in either case, his
reasons for so recommending; or
(ii) in any other case-that the liquidator or official manager, as
the case may be, does not desire to make a recommendation or
does not consider himself justified in making a recommendation
and his reasons for not so desiring or for so considering.
2. The statement shall set out-
(a) the number, description and amount of marketable securities of the
target company held by or on behalf of each director of the company
or, in the case of a director by or on behalf of whom none are so
held, that fact;
(b) in respect of each director of the target company by whom, or on whose
behalf, shares in the target company are held-
(i) whether the director intends to accept any offer that has been
made in respect of those shares; or
(ii) that the director has not decided whether he will accept such
an offer;
(c) the name of any director of the target company who voted against the
relevant resolution authorizing the Part D statement and, if the
director so requires, a statement by that director setting out his
reasons for so voting;
(d) where the on-market offeror is or includes a corporation or
corporations, whether any marketable securities of that corporation or
of any of those corporations are held by, or on behalf of, any
director of the target company and, if so, the number, description and
amount of those marketable securities;
(e) where it is proposed in connection with the take-over announcement
that any payment or other benefit will-
(i) be made or given to any director, secretary or
executive officer of the target company as compensation for
loss of, or as consideration for or in connection with his
retirement from, office as a director, secretary or
executive officer or any other office in connection with the
management of affairs of the target company or of a corporation
that is related to the target company; or
(ii) be made or given to any director, secretary or
executive officer of any corporation that is related to the
target company as compensation for loss of, or as consideration
for or in connection with his retirement from, office as a
director, secretary or executive officer or any other office in
connection with the management of affairs of the target company
or of a corporation that is related to the target company,
particulars of the proposed payment or benefit;
(f) where there is any other agreement or arrangement made between any
director of the target company and any other person in connection with
or conditional upon the outcome of the offers constituted by the
take-over announcement-particulars of any such agreement or
arrangement;
(g) whether any director of the target company has an interest in any
contract entered into by the on-market offeror and, if so, particulars
of the nature and extent of each such interest;
(h) whether, within the knowledge of-
(i) in the case of a Part D statement that is signed as mentioned
in paragraph 32 (2) (a)- any of the directors of the
target company; or
(ii) in the case of a Part D statement that is signed as mentioned
in paragraph 32 (2) (b)- the liquidator or official manager, as
the case may be,
the financial position of the target company has materially changed since the
date of the last balance-sheet laid before the company in general meeting or
dispatched to shareholders in accordance with section 164 of the Companies
Ordinance 1962 and, if so, full particulars of any such change or changes; and
(j) any other information (other than matter that is not permitted to be
included in a statement referred to in section 37 or 38 without the
consent of the Commission) material to the making of a decision by an
offeree whether or not to accept an offer made by virtue of the
take-over announcement, being information that is within the knowledge
of-
(i) in the case of a Part D statement that is signed as mentioned
in paragraph 32 (2) (a)- any of the directors of the
target company; or
(ii) in the case of a Part D statement that is signed as mentioned
in paragraph 32 (2) (b)- the liquidator or official manager, as
the case may be,
and has not previously been disclosed to the holders of shares in the target
company.
AustLII: Copyright Policy
| Disclaimers
| Privacy Policy
| Feedback