Australian Securities and Investments Commission Class Order [CO 05/850] (Cth)

ASIC Class Order [CO 05/850]

Unsolicited offers under a regulated foreign takeover bid

This instrument has effect under s1020F(1)(a) of the Corporations Act 2001.

This compilation was prepared on 10 October 2007 taking into account amendments up to [CO 07/44]. See the table at the end of this class order.

Prepared by the Australian Securities and Investments Commission.

Australian Securities and Investments Commission

Corporations Act 2001 — Paragraph 1020F(1)(a) — Exemption

Enabling legislation

1. The Australian Securities and Investments Commission makes this instrument under paragraph 1020F(1)(a) of the Corporations Act 2001 (the Act).

Title

2.    This instrument is ASIC Class Order [CO 05/850].

Commencement

3.    This instrument commences on the date it is registered under the Legislative Instruments Act 2003.

Note:  An instrument is registered when it is recorded on the Federal Register of Legislative Instruments (FRLI) in electronic form: see Legislative Instrument Act 2003, s 4 (definition of register).  The FRLI may be accessed at A person does not have to comply with Division 5A of Part 7.9 of the Act in relation to:

(a)   an unsolicited offer to acquire securities of a foreign company where the unsolicited offer is one of a number of offers made under an arrangement (the regulated foreign takeover bid) which:

(i)    is regulated by or under a law (the relevant regulatory requirements) or other rules (the relevant regulatory requirements) however described that:

(A)  applies to the acquisition of:

(I)      the control or potential control of a body; or

(II)    a substantial interest in a body; and

(B)  is in force or applies in or in a part of an eligible foreign country; and

(ii)   involves an offer being made to acquire all or some of the securities held by:

(A)  all holders of securities in the foreign company in the same class; or

(B)  all such holders other than the person making the offer, that person and their associates or any other person to whom, under the relevant regulatory requirements, the offer does not have to be made; or

(b)   an unsolicited offer made under a compromise (the foreign scheme) or arrangement (the foreign scheme) that:

(i)    is between a foreign company and its members or any class of them; and

(ii)   is regulated by or under a law (the relevant regulatory requirements) that is in force in or in a part of an eligible foreign country.

Condition

5.    A person who takes advantage of the exemption in paragraph 4 must take reasonable steps to ensure that the regulated foreign takeover bid or foreign scheme is carried out in accordance with the relevant regulatory requirements.  The exemption is not available to a person who does not take those steps.

Interpretation

6.    In this instrument:

eligible foreign country means each of the following:

(a)   Canada;

(b)   France;

(c)   Germany;

(d)  Hong Kong;

(e)   Italy;

(f)   Japan;

(g)   Malaysia;

(h)   The Netherlands;

(i)    New Zealand;

(j)    Singapore;

(k)   South Africa;

(l)    Switzerland;

(m)  United Kingdom;

(n)   United States of America.

unsolicited offer means:

(a) an offer to which Division 5A of Part 7.9 of the Act applies because of section 1019D of the Act; and

(b) an invitation covered by section 1019F of the Act.

Notes to ASIC Class Order [CO 05/850]

Note 1

ASIC Class Order [CO 05/850] (in force under s1020F(1)(a) 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 FRLI registration	Date of commencement	Application, saving or transitional provisions
[CO 05/850]	10/10/2005 (see F2005L03059)	10/10/2005
[CO 07/44]	1/3/2007 (see F2007L00509)	1/3/2007	-

Table of Amendments

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

Provision affected	How affected
Para 4..........................	rs. [CO 07/44]
Para 5..........................	am. [CO 07/44]
Para 6..........................	am. [CO 07/44]