Australian Securities and Investments Commission Class Order [CO 00/0343] (Cth)

ASIC Class Order [CO 00/343]

Unmarketable parcels

This instrument has effect under section 655A of the Corporations Act 2001.

This compilation was prepared on 4 October 2005 taking into account amendments up to [CO 02/242].

Prepared by the Australian Securities and Investments Commission.

Australian Securities and Investments Commission
Corporations Act 2001 — Section 655A — Declaration

Pursuant to section 655A of the Corporations Act 2001 (“Act”) the Australian Securities and Investments Commission hereby declares that Chapter 6 of the Law applies in relation to the class of persons mentioned in Schedule A, in the case referred to in Schedule B, as if section 619 of the Law were modified or varied by inserting the following subsections after subsection 619(3):

“(4) If the consideration for the bid includes an offer of securities, the securities do not need to be offered to holders of the target's securities who would otherwise be offered an unmarketable parcel of securities, if under the terms of the bid:

(a)   where a nominee is appointed under subsection 619(3) — the bidder and the nominee must follow the procedure in subsection 619(3) as if a reference to “foreign holders” were a reference to holders of the target's securities who would otherwise be offered an unmarketable parcel of securities; or

(b)   where a nominee is not appointed under subsection 619(3) — the bidder must pay to each holder of an unmarketable parcel of securities who accepts the bid an amount of cash which is equal to the market value of those securities.

(5)   For the purposes of this section:

(a)   “unmarketable parcel” means a parcel of securities which is not a marketable parcel within the meaning of the operating rules of any prescribed financial market on which those securities are quoted, calculated using the market value of  those securities; and

(b)   “market value” of securities means the highest closing price for the securities published during the bid period by any prescribed financial market on which the securities are quoted.”

SCHEDULE A

All bidders.

SCHEDULE B

Where securities offered as consideration by the bidder are not a marketable parcel within the meaning of the operating rules of prescribed financial market on which those securities are quoted, calculated using the highest closing price for those securities published during the bid period by that financial market.

Notes to ASIC Class Order [CO 00/343]

Note 1

ASIC Class Order [CO 00/343] (in force under section 655A of the Corporations Act 2001) as shown in this compilation comprises that Class Order amended as indicated in the Tables below.

Table of Instruments

Instrument number	Date of making or FRLI registration	Date of commencement	Application, saving or transitional provisions
[CO 00/343]	2/3/2000	13/3/2000	-
[CO 02/242]	1/3/2002	11/3/2002	-

Table of Amendments

ad. = added or inserted     am. = amended     rep. = repealed     rs. = repealed and substituted

Provision affected	How affected
Subsection 619(5) (as notionally inserted)	am. [CO 02/242]
Schedule B	am. [CO 02/242]
Class order	am. [CO 02/242]