Australian Securities and Investments Commission Class Order [Co 00/0344] (Cth)

ASIC Class Order [CO 00/344]

Changes to a bidder’s statement between lodgement and despatch

This instrument has effect under subsection 655A(1) of the Corporations Act 2001.

This compilation was prepared on 4 October 2005 taking into account amendments up to [CO 03/632].

Prepared by the Australian Securities and Investments Commission.

Australian Securities and Investments Commission
Corporations Act 2001 — Subsection 655A(1) — Exemption

Pursuant to subsection 655A(1) of the Corporations Act 2001 (“Act”) the Australian Securities and Investments Commission (“ASIC”) hereby exempts persons in the class of persons described in Schedule A in the case referred to in Schedule B from the provisions of Chapter 6 of the Act set out in Schedule C (but only to the extent set out in that Schedule) on the conditions set out in Schedule D and for so long as they are met.

SCHEDULE A

All bidders.

SCHEDULE B

Where a supplementary bidder's statement in relation to a bidder's statement (the “original bidder's statement”) is lodged with ASIC under paragraph 647(3)(a) of the Act before:

(a)   the time when the original bidder's statement is sent to any holder of securities the subject of the bid; and

(b) the latest time allowed by the Act for sending the original bidder's statement to holders of securities the subject of the bid.

Note: the time mentioned in (b) is usually determined by Item 6 of the table in subsection 633(1) of the Act for off-market bids, and by Item 6 of the table in section 635 of the Act for market bids.

SCHEDULE C

(1)   If the bid is an off-market bid:

(a) Item 6 of the table in subsection 633(1) of the Act to the extent that it would require a bidder to send the original bidder's statement lodged with ASIC to holders of securities the subject of the bid; and

(b) paragraph 647(3)(c) of the Act to the extent that it would require a bidder to send the supplementary statement to all holders of securities the subject of the bid who have not accepted an offer under the bid.

(2) If the bid is a market bid — from Item 6 of section 635 of the Act to the extent that it requires a bidder to send to each holder of bid class securities a copy of the original bidder's statement.

SCHEDULE D

1.    As soon as practicable the bidder lodges with ASIC and sends to the target and, if the bid class securities are quoted and the target is listed, to the operator of each prescribed financial market on which the target's securities are quoted:

(a)   a replacement bidder's statement; and

(b)   a copy of that replacement bidder's statement marked to show all changes from the original bidder's statement.

Note: the bidder also has an obligation under section 647 of the Act to lodge a supplementary bidder's statement with ASIC and to send it to the other parties referred to in Condition 1.

2.    The bidder sends the replacement bidder's statement to all holders of securities the subject of the bid.

3.    The bidder satisfies condition 2:

(a)   where the bid is an off-market bid — no earlier than 14 days and no later than 28 days after condition 1 is satisfied unless:

(i)         the target agrees in writing, following approval of this agreement in any of the ways a target's statement must be approved under subsection 639(1); or

(ii)        ASIC agrees in writing; or

(iii)       all changes to the original bidder's statement reflect a change in the valuation of securities offered as bid consideration since the day that the bidder lodged the original bidder's statement,

in any of which cases condition 2 may be satisfied less than 14 days after condition 1 is satisfied, or

(b)   where the bid is a market bid — within 14 days after condition 1 is satisfied.

4.    The bidder dates the replacement bidder's statement with the day on which it lodges the replacement bidder's statement.

5.    The bidder in the replacement bidder's statement:

(a)   explains that the replacement bidder's statement replaces the original bidder's statement; and

(b)   gives the date that the original bidder's statement was lodged.

Interpretation

In this instrument “replacement bidder's statement” means a bidder's statement that incorporates all the substantive information in an original bidder's statement and in each supplementary bidder's statement that was lodged in relation to the original bidder's statement before, or at the same time as, the time when the replacement bidder's statement is lodged.

Notes to ASIC Class Order [CO 00/344]

Note 1

ASIC Class Order [CO 00/344] (in force under subsection 655A(1) 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 00/344]	3/3/2000	13/3/2000	-
[CO 00/2338]	15/12/2000	15/12/2000	-
[CO 02/243]	1/3/2002	11/3/2002	-
[CO 03/632]	22/9/2003	22/9/2003	-

Table of Amendments

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

Provision affected	How affected
Schedule B	am. [CO 03/632]
Schedule D	am. [CO 02/243]
Schedule D, para (3)(a)	rs. [CO 00/2338]
Schedule D, para (3)(a)(i)	rs. [CO 03/632]
Schedule D, paras (4) and (5)	ad. [CO 03/632]
Class order	am. [CO 02/243]