Companies (Acquisition of Shares) Regulations (Cth)
COMPANIES (ACQUISITION OF SHARES) REGULATIONS
(#DATE 31:01:1988)
(#DATE 31:01:1988)
- In force under the Companies (Acquisition of Shares) Act 1980
*1* The Companies (Acquisition of Shares) Regulations (in force under the Companies (Acquisition of Shares) Act 1980) as shown in this reprint comprise Statutory Rules 1981 No. 125 amended as indicated in the Tables below.
Table of Statutory Rules
----------------------------------------------------------------------------- Year and
number Date of
notification
in Gazette Date of
commencement Application, saving
or transitional
provisions
----------------------------------------------------------------------------- 1981 No. 125(a) 12 June 1981 1 July 1981
1982 No. 130(b) 18 June 1982 1 July 1982 -
1983 No. 318(b) 16 Dec 1983 1 Jan 1984 -
1984 No. 244(b) 21 Sept 1984 21 Sept 1984 -
1986 No. 34 21 Mar 1986 31 Mar 1986 -
No. 149 30 June 1986 1 July 1986 -
1987 No. 148 25 June 1987 1 July 1987 -
----------------------------------------------------------------------------- (a) The form of introductory words used to make Statutory Rules 1981 No. 125
was as follows:
"WHEREAS it is provided by sub-section (2) of section 62 of the Companies
(Acquisition of Shares) Act 1980 that the power of the Governor-General to
make regulations under that Act shall be exercised only in accordance with
advice that is consistent with resolutions of the Ministerial Council for
Companies and Securities established under the Agreement made on 22 December
1978 between the Commonwealth and the States:
"AND WHEREAS it is provided by section 16A of the Acts Interpretation Act
1901 that a reference in an Act to the Governor-General is, unless the
contrary intention appears, to be deemed to include the person for the time
being administering the Government of the Commonwealth of Australia and is,
unless the contrary intention appears, to be read as referring to that person
acting with the advice of the Federal Executive Council:
"AND WHEREAS the making of the following Regulations is in accordance with
advice that is consistent with those resolutions:
"NOW THEREFORE I, the Administrator of the Government of the Commonwealth
of Australia, acting with the advice of the Federal Executive Council and in
pursuance of section 4 of the Acts Interpretation Act 1901, hereby make the
following Regulations under the Companies (Acquisition of Shares) Act 1980."
(b) The form of introductory words used to make Statutory Rules 1984 No. 244
was as follows:
"WHEREAS it is provided by sub-section 62 (2) of the Companies
(Acquisition of Shares) Act 1980 that the power of the Governor-General to
make regulations under that Act shall be exercised only in accordance with
advice that is consistent with resolutions of the Ministerial Council for
Companies and Securities:
"AND WHEREAS the making of the following Regulations is in accordance with
advice that is consistent with those resolutions:
"NOW THEREFORE I, THE GOVERNOR-GENERAL of the Commonwealth of Australia,
acting with the advice of the Federal Executive Council, hereby make the
following Regulations under the Companies (Acquisition of Shares) Act 1980."
The form of introductory words used to make Statutory Rules 1982 No. 130 and 1983 No. 318 was similar to the form set out above.
Table of Amendments
ad. = added or inserted am. = amended rep. = repealed rs. = repealed and
substituted
-----------------------------------------------------------------------------
Provision affected How affected
----------------------------------------------------------------------------- R. 4 ............... am. 1983 No. 318; 1986 No. 34
rs. 1987 No. 148
R. 4A .............. ad. 1986 No. 34
R. 5 ............... am. 1986 Nos. 34 and 149
R. 5A .............. ad. 1982 No. 130
am. 1986 No. 34
R. 15 .............. ad. 1984 No. 244
Schedule ........... am. 1983 No. 318; 1984 No. 244
-----------------------------------------------------------------------------
COMPANIES (ACQUISITION OF SHARES) REGULATIONS - TABLE OF PROVISIONS TABLE
TABLE OF PROVISIONS
Regulation
1. Citation
2. Interpretation
3. Forms
4. Securities exchanges and stock exchanges declared for the purposes of
the Act
4A. Prescribed manner of dispatch for the purposes of pargraphs 8A (1) (b)
and (c) of the Act
5. Prescribed office under paragraph 9 (8) (b) of the Act
5A. Prescribed matters and reports for the purposes of paragraph 16 (2A)
(a) of the Act
6. Prescribed amount for statement provided by target company
7. Provisions of a prescribed kind for the purposes of paragraphs 39 (10)
(d) and 39 (11) (d) of the Act
8. Notice for the purposes of sub-paragraph 16 (2) (e) (i) of the Act
9. Notice for the purposes of paragraph 17 (13) (b) of the Act
10. Prescribed notice for the purposes of sub-section 42 (2) of the Act
11. Prescribed notice for the purposes of sub-section 42 (3) of the Act
12. Prescribed notice for the purposes of sub-section 43 (1) of the Act
13. Prescribed notice for the purposes of sub-section 43 (1) of the Act
14. Prescribed notice for the purposes of sub-section 43 (4) of the Act
15. Service of notices
SCHEDULE
Forms
COMPANIES (ACQUISITION OF SHARES) REGULATIONS - REG 1
Citation
1. These Regulations may be cited as the Companies (Acquisition of Shares) Regulations.*1* SEE NOTES TO FIRST ARTICLE OF THIS CHAPTER .
COMPANIES (ACQUISITION OF SHARES) REGULATIONS - REG 2
Interpretation
2. In these Regulations, "the Act" means the Companies (Acquisition of Shares) Act 1980.
COMPANIES (ACQUISITION OF SHARES) REGULATIONS - REG 3
Forms
3. (1) Strict compliance with the forms in the Schedule is not necessary and substantial compliance, or such compliance as the particular circumstances allow, is sufficient. (2) A form in the Schedule shall be completed in accordance with such directions as are specified in the form.
(3) In these Regulations, a reference to a form by number shall be taken to be a reference to the form in the Schedule that bears that number.
COMPANIES (ACQUISITION OF SHARES) REGULATIONS - REG 4
Securities exchanges and stock exchanges declared for the
purposes of the Act
4. For the purposes of the definitions of "securities exchange" and "stock exchange" in section 6 of the Act, each of the following bodies corporate, namely the Exchange and each Exchange subsidiary, is declared to be a securities exchange and a stock exchange for the purposes of the Act.
COMPANIES (ACQUISITION OF SHARES) REGULATIONS - REG 4A
Prescribed manner of dispatch for the purposes of paragraphs 8A (1) (b) and
(c)
of the Act
4A. For the purposes of paragraphs 8A (1) (b) and (c) of the Act, the following manners of dispatch of a document are prescribed:
(a) where the document is to be dispatched to a person in an external Territory or outside Australia-by pre-paid airmail post;
(b) in any other case-by pre-paid ordinary post.
COMPANIES (ACQUISITION OF SHARES) REGULATIONS - REG 5
Prescribed office under paragraph 9 (8) (b) of the Act
5. (1) For the purposes of paragraph 9 (8) (b) of the Act, each of the following offices is prescribed:
(a) the office of Treasurer of the Commonwealth;
(b) the office of the trustee under, or continued under, Parts IV, X and
XI of the Bankruptcy Act 1966 of the Commonwealth;
(c) the office of Controller of Enemy Property under the National Security
(Enemy Property) Regulations of the Commonwealth;
(d) the office of Treasurer of the State of Western Australia;
(e) the office of Commissioner for Corporate Affairs for the State of
Western Australia;
(f) the office of Public Trustee under the Public Trustee Act 1941 of the
State of Western Australia;
(g) the office of Master and the office of Registrar of the Supreme Court,
within the meaning of the Supreme Court Act 1935 of the State of
Western Australia;
(h) the office of Treasurer of the State of Victoria;
(i) the office of Commissioner for Corporate Affairs for the State of
Victoria;
(j) the office of Public Trustee under the Public Trustee Act 1958 of the
State of Victoria;
(k) the office of Master of the Supreme Court of Victoria within the
meaning of the Supreme Court Act 1958 of the State of Victoria;
(l) the office of Treasurer of the State of New South Wales;
(m) the office of Public Trustee under the Public Trustee Act, 1913, of
the State of New South Wales;
(n) the office of Master under Division 1 of Part VIII of the Supreme Court Act, 1970, of the State of New South Wales;
(o) the office of Supervisor of Loan Fund Companies under the Loan Fund
Companies Act, 1976, of the State of New South Wales;
(p) the office of Protective Commissioner under the Mental Health Act, 1958 of the State of New South Wales;
(q) the office of Treasurer of the State of Queensland;
(r) the office of Commissioner for Corporate Affairs for the State of
Queensland;
(s) the office of Public Trustee under the Public Trustee Act 1978 of the
State of Queensland;
(t) the office of Registrar under the Supreme Court Acts 1861-1980 of the
State of Queensland;
(u) the office of Treasurer of the State of South Australia;
(v) the office of Curator of Prisoners Property under the Criminal Law
Consolidation Act 1935-1980 of the State of South Australia;
(w) the office of Public Trustee under the Administration and Probate Act
1919-1980 of the State of South Australia;
(x) the office of Master or accountant under the Supreme Court Act
1935-1980 of the State of South Australia;
(y) the office of administrator under Chapter XLIX of the Criminal Code of
the State of Tasmania;
(z) the office of Treasurer of the State of Tasmania;
(za) the office of Commissioner for Corporate Affairs for the State of
Tasmania;
(zb) the office of Public Trustee under the Public Trust Office Act 1930 of
the State of Tasmania;
(zc) the office of Registrar of the Supreme Court under the Supreme Court
Act 1959 of the State of Tasmania;
(zd) the office of the Public Trustee under the Administration and Probate
Ordinance 1929 and the Public Trustee Ordinance 1985 of the Australian
Capital Territory;
(ze) the office of Registrar of the Supreme Court under the Australian
Capital Territory Supreme Court Act 1933 of the Commonwealth;
(zf) the office of Registrar of Companies for the Australian Capital
Territory.
(zg) the office of Treasurer of the Northern Territory;
(zh) the office of the Public Trustee for the Northern Territory under the
Public Trustee Act 1979 of the Northern Territory;
(zi) the office of the Master of the Supreme Court of the Northern
Territory;
(zj) the office of the Commissioner for Corporate Affairs under section 4 of the Companies (Administration) Act 1986 of the Northern Territory.
COMPANIES (ACQUISITION OF SHARES) REGULATIONS - REG 5A
Prescribed matters and reports for the purposes of paragraph 16 (2A) (a) of
the
Act
5A. (1) For the purposes of paragraph 16 (2A) (a) of the Act, a Part A statement relating to an offer to acquire shares, where the consideration specified in the offer as the consideration for the acquisition of shares is or includes shares or debentures, shall contain the following reports and statements:
(a) the report that, if the statement were a prospectus issued on the date on which the statement is registered under section 18 of the Act, would be required to be set out in pursuance of paragraph 98 (1) (e) of the Companies Act 1981;
(b) the report that, if the statement were a prospectus issued on the date on which the statement is registered under section 18 of the Act, would be required to be included in the statement in pursuance of clause 21 of Schedule 4 to the Companies Regulations; and
(c) in respect of each report referred to in paragraphs (a) and (b), 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,
and shall, in relation only to debentures, set out the following matters:
(d) the matters that, if the statement were a prospectus issued on the date on which the statement is registered under section 18 of the Act, would be required to be included in the statement in pursuance of clause 29 of Schedule 4 to the Companies Regulations;
(e) if the statement contains an offer to issue a mortgage debenture or certificate of mortgage debenture stock, the matters that would be required to be included under sub-section 97 (4) of the Companies Act 1981, if the statement were a prospectus issued on the date on which the statement is registered under section 18 of the Act; and
(f) if the statement contains an offer to issue a debenture or certificate of debenture stock, the matters that would be required to be included under sub-section 97 (5) of the Companies Act 1981, if the statement were a prospectus issued on the date on which the statement is registered under section 18 of the Act.(2) For the purposes of paragraph 16 (2A) (a) of the Act, a Part A statement relating to an offer by an offeror that is or includes a corporation to acquire shares under a take-over scheme shall, where-
(a) the consideration specified in the offer is not, and does not include, marketable securities or promissory notes; and
(b) each offer under the scheme 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 that offeror, set out, in respect of the offeror-
(c) a report by a registered company auditor of that corporation (to be headed "Investigating Accountant's Report") containing the matters that would be required to be contained in a report pursuant to paragraph 98 (1) (e) of the Companies Act 1981 concerning that corporation if the statement were a prospectus issued in respect of that corporation on the date on which the statement is registered under section 18 of the Act;
(d) a report by the directors of that corporation containing the matters that would be required to be contained in a report pursuant to clause 21 of Schedule 4 to the Companies Regulations concerning that corporation if the statement were a prospectus issued on the date on which the statement is registered under section 18 of the Act; and
(e) in respect of each report referred to in paragraph (a) or (b), a statement that the person, or each of the persons, making the report consents to that report being set out in that Part A statement.
COMPANIES (ACQUISITION OF SHARES) REGULATIONS - REG 6
Prescribed amount for statement provided by target company
6. For the purposes of section 36 of the Act, the prescribed amount is an amount calculated at the rate of 10 cents for each name and address in the written statement the supply of which has been requested under that section.
COMPANIES (ACQUISITION OF SHARES) REGULATIONS - REG 7
Provisions of a prescribed kind for the purposes of paragraphs 39 (10) (d)
and
39 (11) (d) of the Act
7. For the purposes of paragraphs 39 (10) (d) and 39 (11) (d) of the Act, a provision of a contract relating to shares is a provision of a prescribed kind if it provides that-
(a) 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; and
(b) that benefit, whether conferred by way of receiving an increased price for those shares or by payment of cash or otherwise, is related to, dependent upon, or calculated in any way by reference to, the consideration payable for shares acquired after that contract was entered into.
COMPANIES (ACQUISITION OF SHARES) REGULATIONS - REG 8
Notice for the purposes of sub-paragraph 16 (2) (e) (i) of the Act
8. For the purposes of sub-paragraph 16 (2) (e) (i) of the Act, a notice may be in accordance with Form 1.
COMPANIES (ACQUISITION OF SHARES) REGULATIONS - REG 9
Notice for the purposes of paragraph 17 (13) (b) of the Act
9. For the purposes of paragraph 17 (13) (b) of the Act, a notice may be in accordance with Form 2.
COMPANIES (ACQUISITION OF SHARES) REGULATIONS - REG 10
Prescribed notice for the purposes of sub-section 42 (2) of the Act
10. For the purposes of sub-section 42 (2) of the Act, a notice to a dissenting offeree shall be in accordance with Form 3.
COMPANIES (ACQUISITION OF SHARES) REGULATIONS - REG 11
Prescribed notice for the purposes of sub-section 42 (3) of the Act
11. For the purposes of sub-section 42 (3) of the Act, a notice to a dissenting offeree shall be in accordance with Form 4.
COMPANIES (ACQUISITION OF SHARES) REGULATIONS - REG 12
Prescribed notice for the purposes of sub-section 43 (1) of the Act
12. For the purposes of sub-section 43 (1) of the Act, a notice to a remaining shareholder in relation to a take-over scheme shall be in accordance with Form 5.
COMPANIES (ACQUISITION OF SHARES) REGULATIONS - REG 13
Prescribed notice for the purposes of sub-section 43 (1) of the Act
13. For the purposes of sub-section 43 (1) of the Act, a notice to a remaining shareholder in relation to a take-over announcement shall be in accordance with Form 6.
COMPANIES (ACQUISITION OF SHARES) REGULATIONS - REG 14
Prescribed notice for the purposes of sub-section 43 (4) of the Act
14. For the purposes of sub-section 43 (4) of the Act, a notice to a holder of non-voting shares or a renounceable option or convertible note shall be in accordance with Form 7.
COMPANIES (ACQUISITION OF SHARES) REGULATIONS - REG 15
Service of notices
15. A notice referred to in regulation 10, 11, 12, 13 or 14 shall be given to a person by-
(a) delivering the notice to the person personally; or
(b) sending the notice by prepaid post addressed to the person at his usual or last known place of residence or business.
COMPANIES (ACQUISITION OF SHARES) REGULATIONS - SCHEDULE SCH
SCHEDULE
FORM 1
Regulation 8
Companies (Acquisition of Shares) Act 1980
NOTICE OF DATE OF SERVICE OF PART A STATEMENT
To the Commission
Take notice that ..............................................................
(name of offeror) served a Part A statement on ................................
...................................................(name of target company)
on the ............................... day of ..............................
Dated this ........................... day of ..............................
...................................
(Signature of offeror)(1)
DIRECTION
(1) In the case of a body corporate to be signed by a director or the
secretary.
FORM 2
Regulation 9
Companies (Acquisition of Shares) Act 1980
NOTICE SETTING OUT TERMS OF ANNOUNCEMENT
To the Commission
Take notice that on the .....................................day of...........
19 , ........................................................................
(name of on-market offeror) made an announcement at an official meeting of the
..............................................................................
.....................................................(name of stock exchange)
in the following terms:
(here set out terms of announcement)
Dated this day of 19 .
....................................
(Signature of on-market offeror)
(1)
DIRECTION
(1) In the case of a body corporate to be signed by a director or the
secretary.
FORM 3
Regulation 10
Companies (Acquisition of Shares) Act 1980
NOTICE TO DISSENTING OFFEREE UNDER TAKE-OVER SCHEME
To ............................................................................
.........................................................................(1)
Shareholdings in .........................................................(2)
1. Under a take-over scheme take-over offers were made by ....................
.......................................................................(3)
(in this notice called "the offeror") in respect of .......................
.......................................................................(4)
shares in the first abovementioned company and the last day on which the
offers remained open was..................................................(5)
2. (a) The offeror has become entitled to (6) .................shares being
not less than 90% of the shares included in the class of shares in
respect of which the take-over offer was made.
(b) (10)(6) .............of the offerees (being not less than
three-quarters) have disposed of the shares to the offeror.
3. You are, or are entitled to be, registered as the holder of outstanding
shares in respect of which an offer was made, but have not accepted the
take-over offer.
4. Pursuant to sub-section 42 (2) of the Companies (Acquisition of Shares) Act
1980, the offeror hereby gives you notice that the offeror desires to acquire
those outstanding shares.
5. You are entitled, by notice in writing given to the offeror within one month after the giving to you of this notice, to ask the offeror for a statement in
writing of the names and addresses of all other dissenting offerees.
6. (9)You are entitled, within one month after the giving to you of this
notice, or within 14 days after the giving to you of a statement requested under sub-section 42 (10) of the Companies (Acquisition of Shares) Act 1980 (as
referred to in paragraph 5 of this notice) whichever is the later, by notice in
writing given to the offeror, to specify which of the following alternative
terms you wish to apply to the acquisition of the outstanding shares:(7)
.............................................................................. ; .............................................................................. ; .............................................................................. ; .............................................................................. ; ..............................................................................
If you fail to give notice specifying which of the alternative terms you wish
to apply to the acquisition of the outstanding shares, the offeror may, unless
the Supreme Court of the Australian Capital Territory otherwise orders,
determine which of those alternatives is to apply.
7. The offeror is entitled and bound to acquire the outstanding shares under
sub-section 42 (6) of the Companies (Acquisition of Shares) Act 1980, subject to the other provisions of section 42, on the terms that were applicable under the
take-over scheme immediately before the offer closed.
8. Unless on application made by you within one month after the giving to you
of this notice or within 14 days after the giving to you of a statement under
sub-section 42 (10) of the Companies (Acquisition of Shares) Act 1980 (as
referred to in paragraph 5 of this notice), whichever is the later, the Supreme
Court of the Australian Capital Territory otherwise orders, the offeror must
comply with paragraph 7 of this notice.
Dated................................
Signed.................. (8)
DIRECTIONS
(1) Name and address of dissenting offeree.
(2) Name of target company.
(3) Name of offeror or offerors.
(4) Insert a description of the shares or class of shares to which the offer
related.
(5) Date.
(6) Insert appropriate number.
(7) Insert details of alternative terms.
(8) To be signed-
(a) where the offeror is or includes a natural person or natural persons,
by that person or by each of those persons; or
(b) where the offeror is or includes a corporation or corporations, by a
director or secretary or the principal executive officer of the corporation or
each of those corporations.
(9) Insert paragraph 6 only where alternative terms are included in the offer. (10) Paragraph 2 (b) is to be inserted in addition to paragraph 2 (a) only
where the provisions of paragraph 42 (2) (b) of the Companies (Acquisition of
Shares) Act 1980 apply and the requirements of both paragraphs 42 (2) (a) and 42 (2) (b) of the Act have been satisfied.
FORM 4
Regulation 11
Companies (Acquisition of Shares) Act 1980
NOTICE TO DISSENTING OFFEREE UNDER TAKE-OVER ANNOUNCEMENT
To ...........................................................................
........................................................................(1)
Shareholdings in.........................................................(2).
1. Under a take-over announcement offers were made on behalf of ............
.........................................................................(3)
(in this notice called " the offeror ") to acquire...................(4)
shares in the abovenamed company and the last day on which the offers remained open was...............................................................(5).
2. (a) The offeror has become entitled to (6)...............................
shares being not less than 90% of the shares included in the class
of shares in respect of which the takeover announcement was made.
(b) (8)(6a..................................................
of the offerees (being not less than three-quarters) have disposed of
the shares to the offeror.
3. You are, or are entitled to be, registered as the holder of outstanding
shares in respect of which an offer was made, but have not accepted the offer
under the take-over announcement.
4. Pursuant to sub-section 42 (3) of the Companies (Acquisition of Shares) Act
1980, the offeror hereby gives you notice that the offeror desires to acquire
those outstanding shares.
5. You are entitled, by notice in writing given to the offeror within one month after the giving to you of this notice, to ask the offeror for a statement in
writing of the names and addresses of all other dissenting offerees.
6. The offeror is entitled and bound to acquire the outstanding shares under
sub-section 42 (6) of the Companies (Acquisition of Shares) Act 1980, subject to the other provisions of section 42, on the terms that were applicable under the
take-over announcement immediately before the offer closed.
7. Unless on application made by you within one month after the giving to you
of this notice or within 14 days after the giving to you of a statement under
sub-section 42 (10) of the Companies (Acquisition of Shares) Act 1980 (as
referred to in paragraph 5 of this notice), whichever is the later, the Supreme
Court of the Australian Capital Territory otherwise orders, the offeror must
comply with paragraph 6 of this notice.
Dated.................................
Signed................... (7)
DIRECTIONS
(1) Name and address of dissenting offeree.
(2) Name of target company.
(3) Name of offeror or offerors.
(4) Insert a description of the shares or class of shares to which the offer
related.
(5) Date.
(6) Insert appropriate number.
(7) To be signed-
(a) where the offeror is or includes a natural person or natural persons,
by that person or by each of those persons; or
(b) where the offeror is or includes a corporation or corporations, by a
director or secretary or the principal executive officer of the corporation or
each of those corporations.
(8) Paragraph 2 (b) is to be inserted in addition to paragraph 2 (a) only where the provisions of paragraph 42 (3) (b) of the Companies (Acquisition of Shares)
Act 1980 apply and the requirements of both paragraphs 42 (3) (a) and 42 (3) (b) of the Act have been satisfied.
FORM 5
Regulation 12
Companies (Acquisition of Shares) Act 1980
NOTICE TO REMAINING SHAREHOLDERS UNDER TAKE-OVER SCHEME
To......................................................................
................................................................ (1).
Shareholdings in............................................... (2).
1. Under a take-over scheme take-over offers were made by..............
.................................................................(3)
(in this notice called "the offeror") in respect of...........(4)
shares in the abovenamed company and the last day on which the offers remained open was........................................................(5).
2. You are, or are entitled to be, registered as the holder of remaining shares in respect of which an offer was made, but have not accepted the take-over
offer.
3. The offeror hereby gives you notice pursuant to sub-section 43 (1) of the
Companies (Acquisition of Shares) Act 1980, that during the relevant period the
offeror has become entitled to not less than 90% of the shares included in the
class in respect of which the Part A statement was served.
4. You, as the holder of remaining shares included in that class, are entitled
pursuant to sub-section 43 (2) of the Companies (Acquisition of Shares) Act
1980, within 3 months after the giving of this notice, to require the offeror to acquire shares included in that class of which you are the holder and, subject
to section 43 of the Companies (Acquisition of Shares) Act 1980, the offeror
will then be entitled and bound to acquire those shares.
5. Unless otherwise agreed, or as the Supreme Court of the Australian Capital
Territory on your application or on the application of the offeror otherwise
orders, the terms on which the shares will be acquired by the offeror will be
the same as the terms on which the shares were acquired under the take-over
scheme, (6) (and, where an alternative is elected by you pursuant to
sub-section 43 (2) of the Companies (Acquisition of Shares) Act 1980 from the
terms offered, will be the terms which you have elected).
Dated...................................
Signed................... (7)
DIRECTIONS
(1) Name and address of remaining shareholder.
(2) Name of target company.
(3) Name of offeror or offerors.
(4) Insert a description of the shares or class of shares to which the offer
related.
(5) Date.
(6) Insert the words in brackets only where alternative terms were included in
the offer.
(7) To be signed-
(a) where the offeror is or includes a natural person or natural persons,
by that person or by each of those persons; or
(b) where the offeror is or includes a corporation or corporations, by a
director or secretary or the principal executive officer of the corporation or
each of those corporations.
FORM 6
Regulation 13
Companies (Acquisition of Shares) Act 1980
NOTICE TO REMAINING SHAREHOLDERS UNDER
TAKE-OVER ANNOUNCEMENT
To................................................................(1).
Shareholdings in.................................................(2).
1. Under a take-over announcement offers were made on behalf of........
............................................................. (3)
(in this notice called "the offeror") to acquire..................
................................................................(4)
shares in the abovenamed company and the last day on which the offer remained
open was.......................................................(5).
2. You are, or are entitled to be, registered as the holder of remaining shares in respect of which an offer was made, but have not accepted the offer under the take-over announcement.
3. The offeror hereby gives you notice pursuant to sub-section 43 (1) of the
Companies (Acquisition of Shares) Act 1980, that during the relevant period the
offeror has become entitled to not less than 90% of the shares included in that
class.
4. You, as the holder of remaining shares included in that class, are entitled, pursuant to sub-section 43 (2) of the Companies (Acquisition of Shares) Act
1980, within 3 months after the giving of this notice, to require the offeror to acquire shares included in that class of which you are the holder and, subject
to section 43 of the Companies (Acquisition of Shares) Act 1980, the offeror
will then be entitled and bound to acquire those shares.
5. Unless otherwise agreed, or as the Supreme Court of the Australian Capital
Territory on your application or on the application of the offeror otherwise
orders, the terms on which the shares will be acquired by the offeror will be
the same as the terms on which shares of that class were acquired under the
take-over announcement.
Dated...................................
Signed................... (6)
DIRECTIONS
(1) Name and address of remaining shareholder.
(2) Name of target company.
(3) Name of offeror or offerors.
(4) Insert a description of class of shares to which the offer related.
(5) Date.
(6) To be signed-
(a) where the offeror is or includes a natural person or natural persons,
by that person or by each of those persons; or
(b) where the offeror is or includes a corporation or corporations, by a
director or secretary or the principal executive officer of the corporation or
each of those corporations.
FORM 7
Regulation 14
Companies (Acquisition of Shares) Act 1980
NOTICE BY OFFEROR TO THE HOLDER OF NON-VOTING SHARES,
OR OF A RENOUNCEABLE OPTION OR CONVERTIBLE NOTE,
TO WHICH THE OFFEROR IS NOT ENTITLED
To......................................................................
..................................................................(1)
Shareholdings in..................................................(2)
1.(3) Under a take-over scheme take-over offers were made by
..........................................................(4)
Under a take-over announcement offers were made on behalf of.........
...............................................................(4)
(in this notice called "the offeror") in respect of the acquisition
of.............................................................. (5)
shares in the abovenamed company.
2. The offeror hereby gives you notice, pursuant to sub-section 43 (4) of the
Companies (Acquisition of Shares) Act 1980, that during the relevant period the
offeror has become entitled to not less than 90% of the voting shares in the
company.
3. You, as the holder of-
(3) shares in the company that are not voting shares in respect of which you
are, or are entitled to be, registered as the holder
a renounceable option granted to you
a convertible note issued to you
being........................................................... (6),
are entitled, pursuant to sub-section 43 (6) of the Companies (Acquisition of
Shares) Act 1980, within 3 months after the giving of this notice, to require
the offeror to acquire the (3) shares/option/note of which you are the holder
and, subject to section 43 of the Companies (Acquisition of Shares) Act 1980,
the offeror will then be entitled and bound to acquire the (3)
shares/option/note.
4. If you serve a notice on the offeror pursuant to paragraph 43 (6) (b) of the Companies (Acquisition of Shares) Act 1980 the acquisition will be effected on
such terms as are agreed or as are ordered on your application or on an
application of the offeror by the Supreme Court of the Australian Capital
Territory.
5. The details of the consideration for which, and the other terms on which,
the offeror is
now prepared to acquire the (3) shares/option/note are................
..................................................................(7).
Dated..................................
Signed................... (8)
DIRECTIONS
(1) Name and address of holder.
(2) Name of target company.
(3) Delete whichever does not apply.
(4) Name of offeror or offerors.
(5) Insert description of shares or class of shares to which the offers
related.
(6) Insert description of interest to which the notice relates.
(7) Insert this paragraph, including details of consideration and other terms, if an offer is to be made by the notice.
(8) To be signed-
(a) where the offeror is or includes a natural person or natural persons,
by that person or by each of those persons; or
(b) where the offeror is or includes a corporation or corporations, by a
director or secretary or the principal executive officer of the corporation or
each of those corporations.
Note: This notice is required by sub-section 43 (5) of the Companies
(Acquisition of Shares) Act 1980 to be accompanied by a copy of a report made by an expert in accordance with that sub-section where terms for the acquisition
are proposed by the offeror.
Sub-section 43 (5A) states that where 2 or more reports are obtained, each of
which could be used for the purposes of compliance with sub-section 43 (5), this notice is to be accompanied by a copy of each report.
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