Company Take-overs Act 1979 (Qld)

812 Q lt££rlsfartlr ANNO VICESIMO OCTAVO ELIZABETHAE SECUNDAE REGINAE No. 77 of 1979 An Act relating to the acquisition of shares in companies incorporated in Queensland and matters connected therewith ; and to amend the Companies Act 1961 in certain particulars [ASSENTED TO 21ST DECEMBER, 1979] BE IT ENACTED by the Queen's Most Excellent Majesty, by and with the advice and consent of the Legislative Assembly of Queensland in Parliament assembled, and.by the authority of the same, as follows:- PART I-PRELIMINARY 1. Short title . This Act may be cited as the Company Take-overs C Act 1979. 2. Commencement . (1) This Act shall be deemed to have come into operation on 27 November, 1979 and, subject to subsection (2) shall have retrospective application and effect accordingly. (2) An act or omission which occurred before the date on which this Act was assented to for and on behalf of Her Majesty shall be deemed not to have been an offence against this Act. 3. Object. The object of this Act is to regulate the acquisition of shares in companies incorporated in Queensland. 4. Exclusion of certain provisions of CompaniesAct. Except as provided by section 57, this Act operates to the exclusion of Part VIIa f, and the Tenth Schedule to, the Companies Act 1961.

Company Take -overs Act 1979, No. 77 813 5. Incorporation . (1) Subject to this Act, the Companies Act 1961 (other than Part VIB and the Tenth Schedule) is incorporated, and shall be read as one, with this Act as if this Act were part of that Act. 6. Definitions . In this Act, unless the contrary intention appears- " business rules ", in relation to a stock exchange, means rules, regulations or by-laws- (a) governing the activities or conduct of the stock exchange or of its members; or (b) governing the activities or conduct of other persons in relation to the stock market of the stock exchange, being rules, regulations or by-laws made by the stock exchange or cpntained in any of the constituent documents of the stock exchange, but does not include rules, regulations or by-laws that are listing rules of the stock exchange; " company " means a company as defined by section 5 (1) of the Companies Act 1961 and includes a body corporate incorporated in the State that has a share capital; " constituent documents ", in relation to a body corporate, means the law, charter, memorandum of association, memorandum of association and articles of association, or other instrument, constituting, or defining the constitution of, the body corporate or governing the activities or conduct of the body corporate or of its members; "convertible note" has the same meaning as in Division 3A of Part III of the Income Tax Assessment Act1936 of the Commonwealth; " dealing in securities " means (whether as principal or agent) acquiring, disposing of, subscribing for, underwriting or sub-underwriting securities or making or offering to make, or inducing or attempting to induce a person to make or to offer to make, an agreement- (a) for or with respect to acquiring, disposing of, subscribing for, underwriting or sub-underwriting securities; or (b) the purpose or purported purpose of which is to secure a profit or gain to a person who acquires, disposes of, subscribes for, underwrites or sub-underwrites securities or to any of the parties to the agreement in relation to securities; " director " includes any person occupying or acting in the position of director of a corporation, by whatever name called and whether or not validly appointed to occupy or duly authorized to act in the position, and includes any person in accordance with whose directions or instructions the directors of a corporation are accustomed to act; " expert ", in relation to a matter, means any person whose profession or reputation gives authority to a statement made by him in relation to that matter; " home exchange ", in relation to a listed public company, means the stock exchange designated to the company as its Home Exchange by the Australian Associated Stock Exchanges; " invitation " means a statement, however expressed, that is not an offer but expressly or impliedly invites a holder of shares to offer to dispgse of shares or a holder of a right, being a right to acquire a share or an interest in a share under, an option, to dispose of the right;

814 , Company Take-orers Act 1979, No. 77 " listed public company " means a company shares in which are listed for quotation on the stock market of a stock exchange; " listing rules ", in relation to a stock exchange, means 'rules, regulations or by-laws governing or relating to- (a) the admission to, or removal from, the official list of the stock exchange of bodies corporate, governments, unincorporate bodies or other persons for the purposes of the quotation on the stock market of the stock exchange of securities of, or made available by, bodies corporate, governments, unincorporate bodies or other persons and for other purposes; or (b) the activities or conduct of bodies corporate, governments, unincorporate bodies and other persons who are admitted to that list, whether those rules, regulations or by-laws- (c) are made by the stock exchange or are contained in any of the constituent documents of the stock exchange; or (d) are made by another person and adopted by the stock exchange; " marketable parcel ", in relation to shares in a listed public company, means a marketable parcel of shares in that listed public company within the meaning of the relevant business rules or listing rules of the stock exchange that is the home exchange in relation to that listed public company; " marketable securities " means debentures, stocks, shares or bonds of any Government, of any local government authority or of any corporation, association or society, and includes any right or option in respect of shares in any corporation and any prescribed interest; " nominee corporation " means a corporation that carries on a business of holding shares as a trustee or nominee and does not carry on any other business; " non-voting share ", in relation to a company, means an issued share in the company that is not a voting share; offeror " means- (a) a person who dispatches or proposes to dispatch a take-over offer, whether he dispatches or proposes to dispatch the offer himself or by an agent or nominee; or (b) 2 or more persons who together dispatch or propose to dispatch a take-over offer, whether they dispatch or propose to dispatch the offer themselves or by an agent or nominee; 66 officer ", in relation to a corporation, means- (a) a director, secretary or principal executive officer of the corporation; (b) a receiver and manager of the undertaking or any part of the undertaking of the corporation appointed under a power contained in an instrument; (c) an official manager or deputy official manager of the corporation appointed under the provisions of Part IX of the Companies Act 1961 or under the provisions of the law of another State or of a Territory that correspond with that Part; and

Company Take-overs Act 1979, No. 77 815 (d) a liquidator of the corporation appointed in a voluntary winding up of the corporation, but does not include- (e) a receiver who is not also a manager; (f) a receiver and manager appointed by the Court; or (g) a liquidator appointed by the Court or by the creditors; " on-market offeror " means- (a) a person who makes, or proposes to make, offers to acquire shares in accordance with section 17; or (b) 2 or more persons who together make, or propose to make, offers to acquire shares in accordance with section 17; " Part A statement" means a statement in writing that complies with the requirements of Part A of the Schedule; " Part B statement " means a statement in writing that complies with the requirements of Part B of the Schedule; " Part C statement " means a statement in writing that complies with the requirements of Part C of the Schedule; " Part D statement" means a statement in writing that complies with the requirements of Part D of the Schedule; " prescribed condition", in relation to a take-over offer, means- (a) a condition that will, in circumstances referred to in the condition, result in the rescission of, or entitle the offeror to rescind, a contract that results from an acceptance of the offer; or (b) a condition that prevents a binding contract from resulting from an acceptance of the offer unless or until the condition is fulfilled; prescribed interest " means an interest as defined in section 76 (1) of the Companies Act 1961; " prescribed occurrence ", in relation to a target company, means- (a) any one or more of the provisions of the constituent documents of the target company or of a subsidiary of the target company being altered in any of the ways mentioned in section 62 (1) of the Companies Act 1961; (b) the target company or a subsidiary of the target company resolving to reduce its share capital in any way; (c) the target company or a subsidiary of the target company making an allotment of, or granting an option to subscribe for, any of its shares, or agreeing to make such an allotment or grant such an option; (d) the target company or a subsidiary of the target company issuing, or agreeing to issue, convertible notes; (e) the target company or a subsidiary of the target company disposing, or agreeing to dispose, of the whole, or a substantial part, of its business or property; (f) the target company or a subsidiary of the target company charging, or agreeing to charge, the whole, or a substantial part, of its business or property;

816 Company Take-overs Act 1979, No. 77 (g) the target company or a subsidiary of the target company resolving that it be wound up; (h) the appointment of a provisional liquidator of the target company or of a subsidiary of the target company; U) the making of an order by a court for the winding up of the target company or of a subsidiary of the target company; (k) the target company or a subsidiary of the target company being placed under official management; or (1) the appointment of a receiver, or a receiver and manager, in relation to the whole, or a substantial part, of the undertaking of the target company or of a subsidiary of the target company; " principal executive officer ", in relation to a corporation, includes any person who is concerned, or takes part, in the management of affairs of the corporation; "recorded ", in relation to a dealing in shares in a listed public company, means recorded by a stock exchange; " renounceable option " means an option to have an allotment of shares in a corporation made to the holder of the option, being an option that is capable of being assigned; . " securities ", in relation to a corporation, means- (a) shares in, or debentures of, the corporation; (b) any right or option in respect of any such shares or debentures; and (c) any prescribed interest made available by the corporation; " stock exchange " means a body corporate (whether or not incorporated in the State) that is declared by the regulations to be a stock exchange for the purposes of this Act; " stock market " means a market, exchange or other place (whether or not in the State) at which, or a facility (whether or not in the State) by means of which, securities of corporations are regularly offered for ,sale, purchase or exchange; " take-over announcement " means an announcement made in accordance with section 17; " take-over offer " means an offer to acquire shares made under a take-over scheme; " take-over scheme " means a take-over scheme referred to in section 16; " target company " means- (a) in relation to a take-over offer-the company for the acquisition of shares in which that offer has been, or is proposed to be, dispatched; (b) in relation to a take-over scheme-the company shares in which are proposed to be acquired under the scheme; and (c) in relation to a take-over announcement-the company in relation to shares in which- the take-over announcement has been, or is proposed to be, made; " Territory " means a Territory of the Commonwealth; " trading day ", in relation to a stock exchange, means a day on which the stock market of that stock exchange is open for the sale, purchase or exchange of securities.

Company Take-overs Act 1979, No. 77 817 7. Provisions relating to acquisition and disposal of, and entitlement to, shares , and associated persons. (1) For the purposes of this Act, a person shall be taken to acquire shares in a company (in this sub-section referred to as the " shares concerned ") if, and only if- (a) he acquires a relevant interest in the shares concerned as a direct or indirect result of a transaction entered into by him in relation to those shares, in relation to any other shares in that company or in relation to shares in any other corporation; or (b) he acquires any legal or equitable interest in shares in that company or in shares in any other corporation and as a direct or indirect result of the acquisition another person acquires a relevant interest in the shares concerned. (2) For the purposes of this Act, a person shall be taken to dispose of shares in a company if, and only if, having a relevant interest in those shares, he ceases to have a relevant interest in those shares as a result of the doing of any act, the entering into of any transaction or the occurrence of any circumstance. (3) For the purposes of this Act, the shares in a company to which a person is entitled include- (a) shares in which that person has a relevant interest; and (b) except in the case of a person being a nominee corporation in respect of which a certificate by the Commissioner is in force under sub-section (8)-shares in which an associate of that person has a relevant interest. (4) A reference in paragraph (b) of sub-section (3) to an associate of a person shall be construed as a reference to- (a) if the person is a corporation- (i)1a director, secretary or principal executive officer of the corporation; (ii) a corporation that is related to that person; or (iii) a director, secretary or principal executive officer of such a related corporation; (b) a person who has, or proposes to enter into, an agreement, arrangement, understanding or undertaking, whether formal or informal and whether express or implied, with the first- mentioned person- (i) by reason of which he or the first-mentioned person may exercise, directly or indirectly control the exercise of, or substantially influence the exercise of, any voting power attached to shares in the company referred to in sub-section (3); (ii) with a view to controlling or influencing the composition of the board of directors, or the conduct of the affairs, of the company referred to in sub-section (3); or (iii) under which he or the first-mentioned person may acquire from the other of them shares in the company referred to in sub-section (3) or may be required to dispose of such shares in accordance with the directions of the other of them; (c) a person who is acting, or proposes to act, in concert with the first-mentioned person in relation to the acquisition or proposed acquisition of shares in the company referred to in sub-section (3);

818 Company Take -overs Act 1979, No. 77 (d) a person who is, or proposes to become, associated, whether formally or informally, with the first-mentioned person with a view to controlling or influencing the composition of the board of directors, or the conduct of the affairs, of the company referred to in sub-section (3); (e) a person who is, or proposes to become, associated, whether formally or informally, in any other way with the first-mentioned person in relation to shares in the company referred to in sub-section (3); or (f) a person who has entered into, or proposes to enter into, a transaction, or has done, or proposes to do, any other act or thing, with a view to enabling him to become associated with the first-mentioned person as mentioned in paragraph (b), (c), (d) or (e). (5) A reference in this Act other than sub-section (4) to a person associated with another person shall be construed as a reference to- (a) if the other person is a corporation- (i) a director, secretary or principal executive officer of the corporation; (ii) a corporation that is related to the other person; or (iii) a director, secretary or principal executive officer of such a related corporation; (b) where the matter to which the reference relates is a take-over offer or take-over announcement relating to shares in a company, or the extent of a power to exercise, or to control the exercise of, the voting power attached to voting shares in a corporation-a person who has, or proposes to enter into, an agreement, arrangement, understanding or undertaking, whether formal or informal and whether 'express or implied, with the other person- (i) by reason of which he or the other person may exercise, directly or indirectly control the exercise of, or substantially influence the exercise of, any voting power attached to a share in the company or corporation, as the case may be; (ii) with a view to controlling or influencing the composition of the board of directors, or the conduct of the affairs, of the company or corporation, as the case may be; or (iii) under which he or the other person may acquire from the other of them shares in the company or corporation, as the case may be, or may be required to dispose of such shares in accordance with the directions of the other of them; (c) a person who is acting, or proposes to act, in concert with the other person in respect of the matter to which the reference relates; (d) a person who is, or proposes to become, associated, whether formally or informally, in any other way with the other person in respect of the matter to which the reference relates; or (e) a person who has entered into, or proposes to enter into, a transaction, or has done, or proposes to do, any other act or thing, with a view to enabling him to become associated with the other person as mentioned in paragraph (b), (c) or (d).

Company Take-offers Act 1979, No. 77 819 (6) A person shall not be taken to be an associate of another person by virtue of paragraph (b), (c), (d), (e) or (f) of sub-section (4) or to be associated with another person by virtue of paragraph (b), (c), (d) or (e) of sub-section (5) by reason only that (a) one of those persons furnishes advice to, or acts on behalf of, the other person in a professional capacity; or (b) without limiting the generality of paragraph (a), where the ordinary business of one of those persons includes dealing in securities-specific instructions are given to the person by or on behalf of the other person to acquire shares on behalf of the other person in the ordinary course of that business. (7) For the purposes of paragraph (b) of sub-section (4) and paragraph (b) of sub-section (5), it is immaterial that the power of a person to exercise, control the exercise of, or influence the exercise of, voting power is in any way qualified. (8) The Commissioner may, in his discretion, issue to a nominee corporation a certificate declaring the nominee corporation to be an approved nominee corporation for the purposes of this section and may at any time, in his discretion, by notice in writing to the nominee corporation, revoke the certificate. 8. Other interpretative and evidentiary provisions . (1) For the purposes of this Act, where the shares in a company are not divided into 2 or more, classes, those shares shall be deemed to constitute a class. (2) In this Act- (a) a reference to an offeror who does not propose to acquire all the shares in a company that are included in a class of shares shall be construed as a reference to an offeror who has made offers under a take-over scheme in accordance with sub- paragraph (i) of paragraph (a) of section 16 (2) in respect of shares included in that class of shares, being offers in which the number of shares specified in accordance with sub-paragraph (iii) of paragraph (f) of section 16 (2) (or, if that number is expressed as a percentage, the number of shares represented by that percentage) is less than the total number of shares in the target company included in that class of shares (excluding any shares included in that class to which the offeror is entitled), and a reference to the number of shares proposed to be acquired by such an offeror shall be construed as a reference to the number of shares so specified; and (b) a reference to an offeror who proposes to acquire all the shares in a company that are included in a class of shares shall be construed as a reference to an offeror who has made offers under a take-over scheme in accordance with sub-paragraph (i) of paragraph (a) of section 16 (2) in respect of shares included in that class of shares other than an offeror referred to in paragraph (a) of this sub-section. (3) A reference in this Act other than section 25 to the period during which an offer under a take-over scheme or made by virtue of a take-over announcement remains open shall, in the case of an offer that is accepted, be construed as a reference to the period during which the offer would have remained open if it had not been accepted.

820 Company Take -overs Act 1979, No. 77 (4) In relation to a company the whole or a portion of the share capital of which consists of stock, a reference in this Act to a number of shares includes a reference, in relation to an amount of stock, to a number of shares equal to the number of shares represented by that amount of stock. (5) For the purposes of this Act- (a) a parcel of shares in a listed public company constitutes an odd lot if the number of shares in that parcel is less than one marketable parcel of shares in that company; and (b) if the number of shares in a parcel of shares in a listed public company is greater than one marketable parcel of shares in that company and, after excluding so many of the shares in that parcel as constitute a marketable parcel or marketable parcels of shares in that company, a number of shares remains, that remaining number of shares constitutes an odd lot. (6) In this Act- (a) a reference to an offeror or an on-market offeror shall, if 2 or more persons constitute an offeror or an on-market offeror, be construed as a reference to those persons or either or any of them; and (b) a reference to a person associated with an offeror or an on- market offeror shall, if 2 or more persons constitute an offeror or an on-market offeror, be construed as a reference to a person associated with those persons or with either or any of them. (7) In this Act, a reference to entering into a transaction in relation to shares includes a reference to making a contract in relation to shares and a reference to exercising an option to have shares alloted. (8) In this Act, a reference to a- corporation or to -a body-corporate includes a reference to an unincorporated society, association or other body that is for the time being declared by the Minister, by notice in writing published in the Gazette, to be a corporation for the purposes of this Act. (9) In any proceedings under or arising out of this Act, a person shall, in the absence of proof to the contrary, be presumed to have been aware at a particular time of a fact or occurrence of which a servant or agent of the person having duties or acting on behalf of his master or principal in connection with the matter to which the proceedings relate was aware at the time. 9. Relevant interests in shares . (1) Subject to this section, a person has a relevant interest in a share in a corporation for the purposes of this Act if that person has power- (a) where the share is a voting share-to exercise, or to control the exercise of, the right to vote attached to that share; or (b) to dispose of, or to exercise control over the disposal of, that share whether or not it is a voting share. . (2) It is immaterial for the purposes of this section whether the power of a person- (a) to exercise, or to control the exercise of, the right to vote attached to a voting share in the corporation; or

Company Take-overs Act 1979, No. 77 821 _ (b) to dispose of, or to exercise control over the disposal of, a share, is express or implied or formal or informal, is exercisable alone or jointly with another person or other persons, cannot be related to a particular share, or is, or is capable of being made, subject to restraint or restriction, and any such power exercisable jointly with another person or other persons shall, for those purposes, be deemed to be exercisable by either or any of those persons. (3) A reference in this section to power or control includes a reference to power or control that is direct or indirect or is, or is capable of being, exercised as a. result of, or by means of, or in breach of, or by revocation of, trusts, agreements, arrangements, understandings and practices, or any of them, whether or not they are enforceable, and a reference in this section to a controlling interest includes a reference to such an interest as gives control. (4) For the purposes of this section, where a body corporate has power- (a) to exercise, or to control the exercise of, the right to vote attached to a voting share; or (b) to dispose of, or to exercise control over the disposal of, a share, and- (c) the body corporate is, or its directors are, accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of a person in relation to the exercise of the power; (d) a person has a controlling interest in the body corporate; or (e) a person has power to exercise, or to control the exercise of, the voting power attached to not less than 12.5 % of-the voting shares in the body corporate, that person shall be deemed to have the same power in relation to that share as the body corporate has. (5) For the purposes of paragraph (e) of sub-section (4), a person shall be deemed to have the power referred to in that paragraph if- (a) a person associated with the first-mentioned person has that power; (b) persons associated with the first-mentioned person together have that power; or (c) the first-mentioned person and a person or persons associated with him together have that power. (6) Where a person- (a) has entered into an agreement with respect to an issued share; (b) has a right relating to an issued share, whether the right is enforceable presently or in the future and whether on the fulfilment of a condition or not; or (c) has an option with respect to an issued share, and, on performance of the agreement, enforcement of the right or exercise of the option, as the case may be, that person would have a relevant interest in the share, he shall, for the purposes of this section, be deemed to have that relevant interest in the share.

822 Company Take-overs Act 1979, No. 77 (7) A relevant interest in a share shall be disregarded- (a) if the ordinary business of the person who has the relevant interest includes the lending of money and he has authority to exercise his powers as the holder of the relevant interest only by reason of a security given for the purposes of a transaction entered into in the ordinary course of business in connection with the lending of money, not being a transaction entered into with a person associated with the first-mentioned person; (b) if the relevant interest is that of a person who has it by reason of his holding a prescribed office: (c) if the share is subject to a trust, the relevant interest is that of a trustee and- (i) a beneficiary is deemed, by sub-section (6), to have a relevant interest in the share by virtue of a presently enforceable and unconditional right referred to in paragraph (b) of that sub-section; or (ii) the trustee is a bare trustee; (d) if the ordinary business of the person who has the relevant interest includes dealing in securities and he has authority to exercise his powers as the holder of the relevant interest only by reason of instructions given to him by or on behalf of another person to dispose of that share on behalf of the other person in the ordinary course of business; or (e) if the relevant interest is that of a person who has it by reason of his having been appointed as a proxy or representative to vote at a meeting of members, or of a class of members, of a corporation, not being an appointment in return for the making of which the person or a person associated with the person provided valuable consideration. (8) For the purposes of sub-paragraph (ii) of paragraph (c) of subsection (7), a trustee shall not be taken not to be a bare trustee by reason only of the fact that the trustee is entitled in his capacity as a trustee to be remunerated out of the income or property of the trust. (9) A relevant interest in a share shall not be disregarded by reason only of- (a) its remoteness; or (b) the manner in which it arose. 10. Acquisitions to which section 12 does not apply. Section 12 does not apply to or in relation to- (a) an acquisition of-shares by will or by operation of law; (b) an acquisition of shares by virtue of an allotment or purchase pursuant to a prospectus- (i) that contained an offer or invitation to the public to subscribe for or purchase the shares; and (ii)°a copy of which has been registered under Division I of Part IV of the Companies Act 1961; (c) an acquisition of shares in a company by virtue of an allotment made in accordance with a proposal particulars of which were set out in a prospectus where- (i) the prospectus was the first prospectus issued by the company;

Company Take-overs Act 1979, No. 77 823 (ii) the person who acquired the shares was a promoter in respect of the prospectus; and (iii) a . copy of the prospectus has been registered under Division 1 of Part IV of the Companies Act 1961; (d) an acquisition of shares by virtue of an allotment or purchase of shares pursuant to- (i) an underwriting agreement particulars of which were set out in a prospectus a copy of which has been registered under Division 1 of Part IV of the Companies Act 1961; or (ii) a sub-underwriting agreement that is related to such an underwriting agreement, where the prospectus contained an offer or invitation to the public to subscribe for or purchase the shares; (e) an acquisition of shares by virtue of an allotment made by a company that has not commenced any business and has not exercised any borrowing power; (f) an acquisition of shares by virtue of an allotment made to a holding company by a subsidiary of the holding company; (g) an acquisition of shares pursuant to section 270 of the Companies Act 1961; (h) an acquisition of shares in a company by virtue of an allotment or purchase where the company has agreed to the allotment or purchase by a resolution passed at a general meeting at which no votes were cast in relation to the resolution in respect of any shares held by the person to whom the first-mentioned shares were to be alloted or held by the person by whom or from whom the first-mentioned shares were to be purchased, or held by a person associated with either of those persons; (j) an acquisition of shares resulting from the exercise by a person of a renounceable option or of an option or right granted or conferred by a convertible note, where, if the person had acquired the shares at the time when he acquired the renounceable option or the convertible note, as the case may be, the acquisition of the shares would not, by reason of section 13 (3), have contravened this Act; (k) an acquisition of shares by a person as a result of the acceptance by that person of a take-over offer, where the shares constituted, or formed part of, the consideration for the take-over offer; (1) an acquisition of shares in a company as a result of the acquisition of shares in another corporation that are listed for quotation on the stock market of a stock exchange; (m) an acquisition of shares by a person whose ordinary business includes the lending of money where the acquisition results from the exercise by that person of a power in relation to the shares conferred on or vested in him pursuant to, by reason of or in connection with a transaction in connection with the lending of money entered into by him in the ordinary course of that business, not being a transaction entered into with a person associated with the first-mentioned person;

824 Company Take-overs Act 1979, No. 77 (n) an acquisition of forfeited shares at an auction conducted at a place at which, or by a facility by means of which, a stock exchange maintains or provides a stock market; or (o) any other acquisition approved by the Minister. 11. Persons to whom Act applies . (1) This Act applies to and in relation to all natural persons, whether resident in the State or in Australia or not and whether Australian citizens or not, and to all bodies corporate or unincorporate, whether incorporated or carrying on business in the State or in Australia or not, and extends to acts done or omitted to be done outside the State, whether in Australia or not. (2) Nothing in sub-section (1) extends the definition of " company " in section 6 so as to include a body corporate that is not incorporated in the State. PART II-CONTROL OF ACQUISITION OF SHARES 12. Restriction on acquisition of shares . (1) Except as provided by this Act, a person shall not, either alone or together with another person or other persons, acquire shares in a company if any person who is not entitled to any voting shares in the company or is entitled to less than 12-5% of the voting shares in the company would, immediately after the acquisition, be entitled to more than 12-5% of the voting shares in the company. (2) Except as provided by this Act, a person shall not, either alone or together with another person or other persons, acquire shares in a company if any person (in this sub-section referred to as a " relevant person ") who is entitled to not less than 12.5 %, but less than 90 %, of the voting shares in the company would, immediately after the acquisition, be entitled to a greater percentage of the number of voting shares in the company than the percentage to which that relevant person was entitled immediately before the acquisition. (3) A person shall not offer to acquire, or issue an invitation in relation to, shares in a company if the person is prohibited by sub-section (1) or (2) from acquiring those shares. (4) It is a defence to a prosecution for a contravention of this section if the defendant establishes that the contravention was due to his inadvertence or mistake or to his not being aware of a relevant fact or occurrence. (5) An acquisition of shares is not invalid by reason of a contravention of this section. (6) Sections 181, 183 and 185 of the Companies Act 1961 have effect subject to this section. 13. Acquisition of shares permitted in certain circumstances. (1) Section 12 does not- (a) prohibit the acquisition of shares in a company that does not have more than 15 members; or (b) prohibit the acquisition of shares in a proprietary company that has more than 15 members where the members of the

Company Take-overs Act 1979, No. 77 825 company have consented in writing to the provisions of this Act not applying to or with respect to the acquisition, if the acquisition would not result in a contravention of section 12 in relation to the acquisition of shares in another company. (2) For the purposes of sub-section (1), two or more persons holding jointly shares in a company shall be deemed to be one member of the company. (3) Subject to sub-section (4), section 12 does not- (a) prohibit the acquisition of shares in a company at an official meeting of a stock exchange in the ordinary course of trading on the stock market of that stock exchange, during the period commencing when a Part A statement relating to offers under a relevant take-over scheme in respect of shares in that company of the same class as the first-mentioned shares is served on the company and ending at the expiration of 28 days after the day on which the Part A statement is served or, if take-over offers are dispatched pursuant to the Part A statement within those 28 days, at the expiration of the period during which those take-over . offers remain open, by the offeror under that take-over scheme; or (b) prohibit the acquisition of shares in a company at an official meeting of a stock exchange in the ordinary course of trading on the stock market of that stock exchange, during the period commencing when a take-over announcement is made in relation to shares in that company of the same class as the first-mentioned shares and ending at the expiration of the period in which offers constituted by that announcement remain open, by the on-market offeror who caused the announcement to be made. (4) For the purposes of sub-section (3), a take-over scheme ' is a relevant take-over scheme if, and only if- (a) the shares proposed to be acquired under the take-over scheme constitute more than 20% of the voting shares in the company other than shares to which the offeror was entitled at the time when the relevant Part A statement was served; and (b) no offer under the take-over scheme is subject to any prescribed condition other than any one or more of the following conditions: (i) a condition that the offeror receives an acceptance or acceptances of an offer or offers under the take-over scheme in respect of a number of shares referred to in the condition ; (ii) a condition that a prescribed occurrence in relation to the target company does not take place; (iii) any other condition approved by the Minister. (5) Where- (a) a Part A statement relating to offers under a take-over scheme is served on the company; (b) after the Part A statement is served the offeror referred to in the Part A statement acquires shares in the company; (c) the acquisition of those shares would, but for paragraph (a) of sub-section (3), have contravened section 12; and 27-85085

826 Company Take-overs Act 1979, No. 77 (d) the offeror does not dispatch the offers to which the Part A statement relates within the period of 28 days after the Part A statement is served on the target company, the offeror is not entitled, without the leave of the Court, to exercise, or to authorize another person to exercise, any voting rights attached to the shares referred to in paragraph (b) of this sub-section. 14. Pari passu allotments . (1) Section 12 does not prohibit ,the acquisition of shares in a company pursuant to an allotment if- (a) the requirements set out in sub-section (2) have been complied with in relation to the allotment; and (b) the allotment- (i) is made to a person as a result of the acceptance by that person of an offer made to him in accordance with paragraph (b) of sub-section (2); (ii) is made to a person in his capacity as an underwriter or sub-underwriter in relation to the allotment; or (iii) is made to a nominee in accordance with sub-section (3). (2) The requirements referred to in sub-section (1) are as follows: (a) the directors of the company shall pass a resolution agreeing to make available a number of shares specified in, or ascertained in accordance with, the resolution for allotment to all persons who were registered as the holders of shares in the company, or to all persons who were registered as the holders of voting shares in the company, on the date specified in the resolution; (b) the company shall make an offer to each such person to allot to him such number of those shares as he agrees to subscribe for, being a number that does not exceed.the number specified in the offer in accordance with paragraph (c); and (c) the number of shares to be specified in an offer for the purposes of paragraph (b) is the number that bears to the total number of shares agreed to be. made available in accordance with paragraph (a) as nearly as practicable the same proportion as the number of shares in the company, or the number of voting shares in the company, as the case may be, held by the person to whom the offer is made immediately before the date specified in the resolution bears to the total number of shares in the company, or the total number of voting shares in the company, as the case may be, immediately before that date. (3) A company shall be deemed to comply with the requirements of sub-section (2) in relation to the holders of shares in the company whose addresses as shown in the register of members are places outside Australia and the external Territories (in this sub-section referred to as " foreign shareholders ") if the company, in lieu of making offers to the foreign shareholders in accordance with sub-section (2)- (a) allots to a nominee approved- (i) where the company is a listed public company-by the stock exchange that is the home exchange in relation to the company; or (ii) where the company is not a listed public company-by the Commissioner, a number of shares equal to the number of shares in respect of which the company would, but for this sub-section, be required to make, ,offers to foreign shareholders in accordance with sub-section (2);

Company Take-overs Act 1979, No. 77 827 (b) causes the shares so allotted to be offered for sale in such manner, at such price and on such other terms and conditions as are approved by that stock exchange or the Commissioner, as the case may be; and (c) pays to each of the foreign shareholders so much of the amount (if any) remaining after deducting from the proceeds of sale- (i) the expenses of the sale; and (ii) the amounts (if any) payable to the company in respect of the allotment of the shares, as bears to that remaining amount the same proportion as the number of shares in respect of which the company would, but for this sub-section, be required to make an offer to the foreign shareholder concerned in accordance with sub-section (2) bears to the total number of shares allotted to the nominee in accordance with paragraph (a) of this sub-section. 15. Acquisition of not more than 3% of voting shares permitted in each 6 months . Section 12 does not prohibit an acquisition of voting shares in a company by reason of the effect of the acquisition on the entitlement to voting shares in the company of a person (in this section referred to as a " relevant person ") if the relevant person has been entitled to not less than 11-5% of the voting shares in the company for a continuous period of not less than 6 months immediately preceding the acquisition and the number ascertained in accordance with the formula 100 (a d+ b - c) does not exceed 3, where- a is the number of voting shares to be-acquired; b is the number of voting shares in the company that were acquired by any person during the period of 6 months immediately preceding the first-mentioned acquisition, being voting shares the acquisition of which by the person concerned increased the number of voting shares in the company to which the relevant person was entitled; c is the number of voting shares in the company that were disposed of by any person during the period of 6 months immediately preceding the first-mentioned acquisition, being voting shares the disposal of which by the person concerned decreased the number of voting shares in the company to which the relevant person was entitled; d is the number of voting shares in the company. 16. Take-over offers. (1) Section 12 does not prohibit the acquisition of shares in a company as a result of the acceptance of offers to acquire those shares made under a take-over scheme in relation to that company. (2) For the purposes of this Act, offers to acquire shares are made under a take-over scheme if, and only if, the offers relate only to shares included in a class of shares (in this section referred to as the " relevant class of shares ") and- (a) one of the following sub-paragraphs is applicable in relation to the offers: (i) each offer relates to all the shares in the target company included in the relevant class of shares that the offeree holds; or

828 Company Take-overs Act 1979, No. 77 (ii) each offer relates to a proportion of the shares in the target company included in the relevant class of shares that the offeree holds, being a proportion that is the same in respect of each offer; (b) the offers are the same disregarding- (i) the fact that the offerees are different persons and the fact that the number of shares that may be acquired under each offer is limited by the number of shares held by the offeree; and (ii) any differences in the consideration specified for each share in the offers that are attributable only to the fact that the offers relate to shares having different accrued dividend entitlements or relate to shares on which different amounts are paid up; (c) an offer is dispatched in a manner approved by the Commissioner to each holder of shares in the target company included in the relevant class of shares; (d) the offeror has, not earlier than 28 days and not later than 14 days before the offers are dispatched, served on the target company- (i) a Part A statement relating to the offers that- (A) is signed, where the offeror is, or includes, a natural person or natural persons, by that person or by, each of those persons and, where the offeror is, or includes, a corporation or corporations, by not less than 2 directors of the corporation, or by 2 directors of each of those corporations, authorized so to sign pursuant to. a resolution passed at a meeting of the directors, or, in the case of a I corporation .that has only one director, .by that director; and (B) has endorsed on it a statement that a copy of the Part A statement has been registered by the Commissioner and that the Commissioner takes no responsibility as to its contents and specifying the date on which the copy was so registered ; and (ii) a copy of one of the proposed offers to which the Part A statement referred to in sub-paragraph (i) relates, being a copy that need not include the name or address of the offeree, the date that the offer will bear or any other date that is related to or dependent upon that date or the particulars referred to in sub-paragraph (iv) of paragraph (f); (e) the offeror has, on the day on which the Part A statement is served under paragraph (d)- (i) lodged with the Commissioner a notice in writing stating that the Part A statement has been so served; and (ii) if the target company is a listed public company-served on the stock exchange that is the home exchange in relation to that company a copy of each of the documents served on that company in accordance with paragraph (d); and (f) each offer is in writing and- (i) bears the same date, being a date that is not more than 3 days before the date on which the offer is dispatched and is not later than the date on which the offer is dispatched;

Company Take-offers Act 1979, No. 77 829 (ii) states that the offer will, unless withdrawn, remain open during a period ending on a specified date, being a date that is not earlier than one month, or later than 6 months, after the date that the offer bears; (iii) in the case of an offer that relates to all the shares held by the offeree in the target company that are included in the relevant class of shares-specifies the maximum number of shares included in that class that are proposed to be acquired before the expiration of the period in which the offer remains open (which may be expressed as a number of shares or as a percentage of the total number of shares included in that class of shares or of the total number of shares included in that class of shares to which the offeror is not entitled); (iv) specifies the number of shares included n each class of shares in the target company to which the offeror was entitled immediately before the offer was dispatched (which may be expressed as a number of shares or as a percentage of the total number of shares included in the class of shares concerned); (v) in the case of an offer that is subject to a prescribed condition-specifies a date, being a date that is not less than 7 days before the end of the period during which the offer remains open, for the publication of the notice referred to in section 28 (4); (vi) sets out how the obligations of the offeror are to be satisfied ; (vii) contains a provision setting out when the obligations of the offeror are to be satisfied, being a provision under which the consideration for the offer is to be paid or provided- (A) in the case of an offer that is not subject to a prescribed condition-within 30 days after the offer is accepted; or (B) in the case of an offer that is subject to a prescribed condition-within 30 days after the offer is accepted or the offer or the contract resulting from the acceptance of the -offer becomes unconditional, whichever is the later; and (viii) is accompanied by- (A) a copy of the Part A statement referred to in sub-paragraph (i) of paragraph (d); and (B) if the target company has given to the offeror a Part B statement in relation to the offers-a copy of that statement and a copy of any report that accompanied that statement. (3) A Part A statement referred to in this section may contain, in addition to the information referred to in Part A of the Schedule, such information as the offeror thinks fit, not being information that is false in a material particular or materially misleading in the form and context in which it appears. 17. Take-over announcements . (1) Section 12 does not prohibit the acquisition of shares in a listed public company if- (a) the shares are acquired as a result of the acceptance of offers made in accordance with this section; and

830 Company Take-offers Act 1979, No. 77 (b) the requirements of this section that are applicable to the person acquiring the shares are complied with. (2) Subject to the following provisions of this section, a person, or 2 or more persons together, may make offers to acquire shares in a listed public company that are included in a class of shares by causing an announcement to be made on his or their behalf by a member of the stock exchange that is the home exchange in relation to that company at an official meeting of that stock exchange to the effect that, during the period of one month commencing on the first trading day after the expiration of 14 days after the day on which the announcement is made, the member offers, on behalf of that person or those persons, to acquire, at a price per share specified in the announcement, all the shares included in that class of shares in that company in respect of which any such offers are accepted- (a) at an official meeting of that stock exchange; or (b) if the offers cannot be accepted at a particular meeting of that stock exchange, whether by reason that the member of the stock exchange by whom or on whose behalf the announcement was made or his representative is not present at the meeting or the committee or other governing authority of that stock exchange does not permit dealings in the shares at that meeting or otherwise-by notice in writing signed by or on behalf of a holder of shares to which the offers relate and served on that stock exchange on the day on which that meeting is held. (3) Except with the consent of the Commissioner, a person is not entitled, or 2 or more persons together are not entitled, to make offers pursuant to sub-section (2) in relation to shares in a company if that person, or either or any of those persons- (a) is entitled to- not less than 30-% of the voting shares in the company; or (b) in the case of a company the voting shares in which are divided into 2 or more classes of shares-is entitled to not less than 30;0 of the shares in one of those classes. (4) For the purposes of this section, an announcement made at an official meeting of a stock exchange by a representative of a member of a stock exchange shall be deemed to have been made by the member. (5) Where a notice accepting an offer made by virtue of an announce- ment made at a meeting of a stock exchange in the State by a member of that stock exchange pursuant to sub-section (2) is served on the stock exchange in accordance with that sub-section, the stock exchange shall as soon as practicable notify that member of the stock exchange of the acceptance of the offer. (6) The price to be specified in an announcement made in accordance with sub-section (2) on behalf of an on-market offeror in respect of a class of shares in a company as the price per share at which shares will be acquired shall, if the on-market offeror or a person associated with the on-market offeror, in the 4 months immediately preceding the day of the announcement, purchased or agreed to purchase shares in that com- pany included in that class of shares, be not less than the highest price per share paid or agreed to be paid in respect of any of those shares pursuant to any suc'i purchase or agreement to purchase.

Company Take - overs Act 1979, No. 77 831 (7) Where, in the 4 months immediately preceding the date of a take-over announcement, the on-market offeror or a person associated with the on-market offeror has entered into an agreement for the purchase of a share or shares in the target company, being an agreement that provides that the price specified in the agreement as the price payable for the share or any of the shares may be increased in accordance with the terms of the agreement, then, for the purposes of sub-section (6), the price agreed to be paid for the share or any of the shares shall be taken to be the price so specified in the agreement. (8) Nothing in this section prohibits an on-market offeror from acquiring in accordance with paragraph (b) of section 13 (3) shares to which the relevant take-over announcement relates at a price (in this sub-section referred to as a " relevant price ") that is higher than the price specified in the announcement or is higher than any price that is deemed by a previous operation of this sub-section or of sub-section (10) to be specified in the announcement but, if the on-market offeror acquires shares at .a relevant price on or after the date on which the announcement is made and before the expiration of the period in which offers constituted by the announcement remain open , that relevant price shall, after the acquisition takes place, be deemed to be the price specified in the announcement unless and until another price is deemed by virtue of the operation of this sub-section or of sub-section (10) to be specified in the announcement. (9) An on-market offeror who makes offers constituted by a take-over announcement in relation to shares in a company.shall- (a) on the day on which the announcement is made- (i) serve on the target company a Part C statement relating to the offers that is signed, where the on-market offeror is, or includes, a natural person or natural persons, by that person or by each of those persons and, where the on-market offeror is, or includes, a corporation or corporations, by not less than 2 directors of the corporation, or by 2 directors of each of those corporations, authorized so to sign pursuant to a resolution passed at a meeting of the directors, or, in the case of a corporation that has only one director, by that director; (ii) serve a copy of the statement on the stock exchange that is the home exchange in relation to the target company; and (iii) lodge a copy of the statement with the Commissioner; and (b) within 14 days after the day on which, the announcement is made, dispatch a copy of the statement in a manner approved by the Commissioner to each holder of shares included in the class of shares to which the announcement relates. (10) If, at any time after the making of a take-over announcement and before the end of the period during which offers constituted by the take-over announcement remain open- (a) the target company makes an allotment of, or grants an option to subscribe for, any of its shares, or agrees to make such an allotment or to grant such an option; (b) the target company issues, or agrees to issue, convertible notes; or (c) the target company declares a dividend,

832 Company Take- overs Act 1979, No. 77 the on-market offeror may, with the consent of the Commissioner, cause an announcement to be made on behalf of the on-market offeror by a member of the stock exchange that is referred to in sub-section (2) at an official meeting of that stock exchange stating that a specified lower price per share is to be substituted for the price per share specified in the take-over announcement- and, where such an announcement is made, that lower price shall, unless and until a different price is deemed to be specified in the take-over announcement by virtue of the operation of this sub-section or of sub-section (8), be deemed to be the price specified in the take-over. announcement. (11) An on-market offeror who has made offers constituted by a take-over announcement in relation to shares in a company may cause an announcement to be made on behalf of the on-market offeror by a member of the stock exchange that is referred to in sub-section (2) at an official meeting of that stock exchange before the end of the period of one month referred to in that sub-section (or, if that period has been extended pursuant to the previous exercise on one or more occasions of the power conferred by this sub-section, before the end of the extended period) extending that period or that extended period, as the case may be, for a further period of one month, but so that the total period for which the offers remain open does not exceed 6 months. (12) Where an on-market offeror causes an announcement to be made pursuant to sub-section (10) or (11), the on-market offeror shall, on the day on which the announcement is made- (a) serve on the stock exchange at an official meeting of which the announcement is made and on the target company; and (b) lodge with the Commissioner, a notice setting out the terms of the announcement. (13) Subject to section 33, offers constituted by an announcement made in accordance with sub-section (2) of this section remain open for the period of one month referred to in that sub-section or, if that period has been extended in accordance with sub-section (1l) of this section, for that period as so extended. (14) Where an offer to acquire shares in a company or other corporation that is made by virtue of an announcement made at a meeting of a stock exchange in the State by a member of that stock exchange in accordance with sub-section (2) is accepted- (a) if the member is not acting as agent for a member of another stock exchange-the member who made the announcement; or (b) if the member is acting as agent for a member of another stock exchange-the member of that other stock exchange, shall be deemed to have contracted as principal with the person who (whether on his own behalf or on behalf of another person) accepted the offer to acquire the shares to which the acceptance relates, but nothing in this sub-section affects the rights and obligations between the member who is so deemed to have contracted as principal and the on-market offeror. (15) Where, in respect of a contract that resulted from the acceptance of an offer made by virtue of a take-over announcement, a member of a stock exchange who contracted, or is deemed by sub-section (14) to have contracted, as principal with the person who accepted the offer was, at the time when the contract was made, a partner in a partnership that carried on a business of dealing in securities, any liabilities of the member

Company Take-overs Act 1979, No. 77 833 arising by reason of his so having contracted, or being deemed to have contracted, as principal are joint and several liabilities of the persons who were the partners in the partnership at that time. (16) A Part C statement referred to in paragraph (a) of sub-section (9) may contain, in addition to the information referred to in Part C of the Schedule, such information as the on-market offeror thinks fit, not being information that is false in a material particular or materially misleading in the form and context in which it appears. (17) A reference in this section to a member of the stock exchange that is the home exchange in relation to a company shall be construed as including a reference to a member of another stock exchange who is entitled to trade in securities on the stock market of the first-mentioned stock exchange. (18) A reference in this section to a representative of a member of a stock exchange includes a reference to- (a) an employee of the member; and (b) if the member is a partner in a partnership that carries on a business of dealing in securities- (i) another partner in the partnership; or (ii) an employee of the partnership. PART 111-PROVISIONS RELATING TO TAKE-OVER OFFERS 18. Registration of Part A statements and offers . (1) A person, or 2 or more persons together, shall not cause a Part A statement to be served on a target company unless- (a) a copy of that Part A statement; and (b) a copy of one of the proposed offers to which that Part A statement relates, being a copy that need not include- (i) the name or address of the offeree; (ii) the date that the offer will bear or any other date that is related to or dependent upon that date: or (iii) the particulars referred to in sub-paragraph (iv) of paragraph (f) of section 16 (2), have been registered by the Commissioner not earlier than 21 days before that Part A statement is served. (2) Where a copy of a Part A statement and a copy of a proposed offer are lodged with the Commissioner for registration under sub-section (1), the Commissioner shall not register the copy of the statement or the copy of the proposed offer unless- (a) the statement and proposed offer appear to comply with the requirements of this Act and the Commissioner is of the opinion that the statement and the proposed offer do not contain any matter that is false in a material particular or materially misleading in the form and context in which it appears; and (b) in respect of each report referred to in paragraph (e) of clause I of Part A of the Schedule that is set out in the copy of the statement-there is lodged with the Commissioner a notice in writing signed by the person or persons by whom the report is made to the effect that the person consents, or that each of those persons consents, to the inclusion of the report in the statement in the form and context in which it is included.

834 Company Take-overs Act 1979, No. 77 (3) A Part A statement served on a target company in contravention of this section shall, for the purposes of this Act other than this section and section 44, be deemed not to have been served. 1% Extension of time for paying consideration . (1) The Minister may, on application made by an offeror before the time by which the consideration specified in the relevant take-over offer is required by the terms of the offer to be paid or provided, fix a later time as the time by which that consideration is to be paid or provided and, where a later time is so fixed, the offer or, if the offer has been accepted, the contract that resulted from the acceptance shall be deemed to be varied accordingly. (2) An offeror shall ensure that the consideration specified in the relevant take-over offer is paid or provided not later than the time by which that consideration is required by the terms of the take-over offer to be paid or provided or, if a later time has been fixed under sub-section (1), not later than the time so fixed. 20. Take- over offers not to be subject to certain terms or conditions. (1) An offeror shall not make a take-over offer that requires the offeree to approve or consent to- (a) a payment or other benefit being made or given to a director, secretary or principal executive officer of the target company as compensation for loss of, or as consideration for or in connection with his retirement from, his office as director, secretary or principal 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 (b) a payment or other benefit being made or given to a director-, secretary or principal executive officer of a 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 director, secretary or principal 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, and any such requirement is void. (2) An offeror shall not make a take-over offer subject to a prescribed condition (however expressed) that the offeror receives an acceptance or acceptances of an offer or offers under the relevant take-over scheme in respect of a number of shares referred to in the take-over offer unless that number of shares is specified in the take-over offer, and--- (a) any provision in the take-over offer by virtue of which the number so specified may be varied is void; and (b) if a take-over offer is - made subject to a condition in contravention of this sub-section, the condition is void. (3) The number of shares specified in a take-over offer in accordance with sub-section (2) may be expressed as a number of shares or as a percentage of the total number of shares included in the class of shares to which the take-over offer relates or of the total number of shares included in that class of shares to which the offeror is not entitled.

Company Take -overs Act 1979, No. 77 835 21. Withdrawal of offers. (1) A take-over offer is not capable of being withdrawn unless at the same time the offeror withdraws all other offers under the relevant take-over scheme that have not been accepted and, if the offeror so withdraws take-over offers- (a) a contract that resulted from the acceptance of any other offer under the take-over scheme is voidable at the option of the offeree by notice in writing given to the offeror not later than one month after the take-over offers are withdrawn; and (b) no contract that resulted from the acceptance of any other offer under the take-over scheme is voidable at the option of the offeror by reason of the withdrawal of the take-over offers notwithstanding anything contained in that contract or in any agreement, arrangement, understanding or undertaking relating to that contract. (2) Where a take-over offer or take-over offers is or are withdrawn, the person withdrawing the take-over offer or take-over offers shall- (a) forthwith dispatch in a manner approved by the Commissioner to every person who, by virtue of the withdrawal, has an option under sub-section (1) to rescind a contract referred to in that sub-section a notice in writing informing that person of the withdrawal and setting out the terms of that sub-section; and (b) on the day on which notices under paragraph (a) are dispatched- (i) serve on the target company; (ii) lodge with the Commissioner; and (iii) if the target company is a listed public company-serve on the stock exchange that is the home exchange in relation to that company, a copy of one of the notices dispatched in accordance with paragraph (a). (3) A take-over offer dispatched pursuant to an order made by the Court under paragraph (f) of section 46 (1) is not capable of being withdrawn without the approval of the Commissioner. 22. Part B statement . (1) Where a target company receives a Part A statement served under paragraph (d) of section 16 (2), the target company sh,all- (a) not later than 14 days after receipt of the Part A statement, give a Part B statement to the offeror; or (b) not later than 14 days after the receipt of the notice mentioned in section 24 (1), give a Part B statement to the offeror and a copy of that statement to each person to whom an offer to which the Part A statement relates was made. (2) The Part B statement shall- (a) be signed by all the directors of the target company or by not less than 2 directors of the target company authorized so to sign pursuant to a resolution passed at a meeting of the directors or, in the case of a company that has only one director, by that director; or (b) if the company is in the course of being wound up or is under official management-be signed by the liquidator or official manager, as the case may be.

836 Company Take-overs Act 1979, No. 77 (3) A Part B statement shall not refer to any report made by an expert (other than a report set out in the Part A statement or a report that accompanies the Part B statement in accordance with section 23) unless- (a) the report is set out in the Part B statement; and (b) the Part B statement contains or is accompanied by 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. (4) A target company that gives a Part B statement under sub- section (1) shall, on the day on which the Part B statement is given- (a) if the company is a listed public company-serve on the stock exchange that is the home exchange in relation to the company; and (b) lodge with the Commissioner, a copy of the Part B statement and of any report or statement accompanying the Part B statement. (5) A Part B statement may contain, in addition to the information referred to in Part B of the Schedule, such information (not being information that is false in a material particular or materially misleading in the form and context in which it appears) as the directors of the target company, or the liquidator dr official manager, as the case may be, think or thinks fit. 23. Offeror connected with target company . (1) Where- (a) take-over offers are, or are to be, made in respect of shares in a company by an offeror who has a prescribed shareholding in the target company; (b) take-over offers are, or are to be, made in respect of shares in a company by an offeror that is or includes a natural person who is a director of the target company; or (c) take-over offers are, or are to be, made in respect of shares in a company by an offeror that is or includes a corporation or corporations, and a director or directors of the target company is or are a director or directors of that corporation or of either or any of those corporations, the Part B statement given in accordance with section 22 (1) shall be accompanied by a copy of a report made by an expert (not being a person who is associated with the offeror or with the target company) stating whether in his opinion, the take-over offers are fair and reasonable and setting out his reasons for forming that opinion. (2) Where the target company obtains 2 or more reports each of which could be used for the purposes of compliance with sub-section (1), the Part B statement given by the company shall be accompanied by a copy of each report. (3) For the purposes of sub-section (1)- (a) a person has a prescribed shareholding in a company if he is entitled to not less than 30% of the voting shares in the company; and (b) a person has a prescribed shareholding in a company, being a company the voting shares in which are divided into 2 or more classes of shares, if he is entitled to not less than 30% of the shares in one of those classes.

Company Take-otvers Act 1979, No. 77 837 24. Notice of offers to be served . (1) Where take-over offers have been dispatched, the offeror shall, on the day on which the last of the offers is dispatched- (a) serve notice in writing on the target company that the offers have been dispatched and of the date that they bear; (b) if the target company is a listed public company-serve a copy of the notice on the stock exchange that is the home exchange in relation to the target company; and (c) lodge a copy of the notice with the Commissioner. (2) A notice or a copy of a notice referred to in sub-section (1) shall be accompanied by a copy of one of the offers and a copy of every document that accompanied that offer. 25. Acceptance of take-over offers by third parties. Where, at the time when a take-over offer is made to a person or at any time during the period in which the offer remains open, another person is, or is entitled to be registered as, the holder of shares to which the offer relates, then- (a) a corresponding take-over offer shall be deemed to have been made to that other person in respect of those shares; and (b) a corresponding take-over offer shall be deemed to have been made to the first-mentioned person in respect of any other shares to which the offer relates. 26. Offeror not proposing to acquire all shares in class. (1) Where- (a) an offeror dispatches in accordance with sub-paragraph (i) of paragraph (a) of section 16 (2) take-over offers in relation to shares in a company that are included in a class of shares and the offeror does not propose to acquire all the shares in the company included"in that class of shares; and (b) the number of shares in respect of which the offeror receives acceptances of take-over offers (in this section referred to as the " available number of shares ") is greater than the number of shares proposed to be acquired by the offeror under the relevant take-over scheme (in this section referred to as the " desired number of shares "), the following provisions of this section have effect. (2) Each take-over offer that has been accepted shall, subject to sub-section (3), be deemed to relate only to, and to have been accepted in relation only to, a number of shares that bears to the total number of shares in respect of which the offeree purported to accept the offer as nearly as practicable the same proportion as the desired number of shares bears to the available number of shares. (3) Where- (a) the number of shares in a listed public company in respect of which an offeree has accepted a take-over offer exceeds the number of shares to which the offer would, but for this sub-section, be deemed by sub-section (2) to relate (in this sub-section referred to as the " primary number of shares "); and

838 Company Take-overs Act 1979, No. 77 (b) the excess number of shares consists of an odd lot of shares or consists of a marketable parcel or marketable parcels of shares and an odd lot of shares, the take-over offer shall, notwithstanding sub-section (2), be deemed to relate to, and to have been accepted in relation to, a number of shares equal to the-sum of the primary number of shares and the number of shares in that odd lot of shares. 27. Variation of offers. (1) An offeror may not vary an offer under a take-over scheme unless- (a) the variation is permitted by this section; (b) the requirements of this section in relation to the variation are complied with; and (c) a corresponding variation is.made at the same time to each other offer (other than an offer that has been accepted before the first-mentioned variation is made) under the take-over scheme. (2) An offeror may vary an offer under a take-over scheme by doing one or more of the following in relation to the whole or a part of the consideration that is specified in the offer as the consideration for the acquisition of the shares to which the offer relates: (a) where a cash sum is so specified-by increasing the amount of that sum; (b) where shares are, stock is, or debenture-, are, so specified-by specifying a cash sum in addition to the shares, stock or debentures; (c) where shares are so specified-by increasing the number of those shares; (d) where stock is so specified-by increasing the amount of that stock; (e) where debentures are so specified-by increasing the rate of interest payable under those debentures; (f) where debentures are so specified-by increasing the amount of those debentures; (g) where an option to acquire unissued shares is so specified-by varying that option so as to increase the number of unissued shares that may be acquired under that option. (3) Where the consideration that is specified in an offer under a take-over scheme as the consideration for the acquisition of the shares to which the offer relates is varied under sub-section (2)- (a) if any shares were acquired by the offeror before the variation as a result of the acceptance of another offer under the take- over scheme, the contract resulting from the acceptance of that other offer shall be deemed to be varied so that the consideration under the contract is the consideration that would have been specified in that other offer if a corresponding variation had been made to that other offer before it was accepted; and (b) if the consideration under the contract has already been received, the offeree is entitled to receive the additional consideration forthwith.

Company Take-overs Act 1979, No. 77 839 (4) An offeror may vary an offer under a take-over scheme in which the consideration specified does not include a cash sum or does not consist solely of a cash sum by offering a cash sum as an alternative consideration to the consideration specified in the offer. (5) Where an offer under a take-over scheme is varied under sub- section (4) so as to offer a cash sum as an alternative consideration and any shares were acquired by the offeror before the variation as a result of the acceptance of another offer under the take-over scheme- (a) the contract resulting from the acceptance of that other offer shall be deemed to be varied so as to confer on the person who accepted that other offer the right, by notice in writing given to the offeror within the time mentioned in paragraph (b), to elect to accept the cash sum in lieu of the consideration that was specified in that other offer; (b) the offeror shall forthwith dispatch to'the person who accepted that other offer a notice in writing informing that person that he may, within one month after receipt of the notice, give notice in writing to the offeror stating that he elects to accept the cash sum in lieu of the consideration that was specified in that other offer;.and (c) if the consideration under the contract referred to in paragraph (a) was received by the person who accepted that other offer before he received the notice from the offeror under paragraph (b) and that person gives notice to the offeror in accordance with this sub-section electing to accept the cash sum in lieu of the consideration that was specified in that other offer-that person shall return the consideration (together with any necessary documents of transfer) with the notice of election and is entitled, upon receipt of the consideration by-the offeror, to receive the cash sum. (6) If at any time after an offer under a take-over scheme has been made and before the offer has been accepted- (a) the target company makes an allotment of, or grants an option to subscribe for, any of its shares, or agrees to make such an allotment or grant such an option; (b) the target company issues, or agrees to issue, convertible notes; or (c) the target company declares a dividend, the offeror may, with the consent of the Commissioner, vary the offer by doing one or more of the following in relation to the whole or a part of the consideration that is specified in the offer as the consideration for the acquisition of the shares to which the offer relates: (d) where a cash sum is so specified-by reducing the amount of that sum; (e) where shares are, stock is; or debentures are, so specified-by reducing the number of those shares, the amount of that stock or of those debentures or the rate of interest payable under those debentures; (f) where an option to acquire unissued shares is so specified-by varying the option so as to reduce the number of unissued shares that may be acquired under that option.

840 Company Take-overs Act 1979, No. 77 (7) An offeror may vary an offer under a take-over scheme- (a) in the case of an offer that is subject to a prescribed condition- before the publication of a notice pursuant to section 28 (4) in relation to offers under the take-over scheme; or (b) in the case of an offer to which paragraph (a) does not apply- before the expiration of the period during which the offer remains open, by extending the period during which the offer remains open for a further period but, subject to sub-section (11), so that the total period during which the offer remains open does not exceed 12 months. (8) The references in sub-section (7) to the period during which an offer remains open shall, if that period has been extended pursuant to the previous exercise on one or more occasions of the power conferred by that sub-section, be construed as references to the period as so extended. (9) Where an offeror varies a take-over offer that is subject to a prescribed condition, he shall substitute a date for the date specified in accordance with sub-paragraph (v) of paragraph (f) of section 16 (2) for the publication of the notice referred to in section 28 (4). (10) Variations of offers under a take-over scheme shall be made by- (a) dispatching in a manner approved by the Commissioner to each person to whom such an offer was made (including a person who has accepted an offer) a notice in writing signed in the same manner as a Part A statement is required by paragraph (d) of section 16 (2) to be signed and setting out the terms of the proposed variation and particulars of such modifications of the relevant Part A statement as are necessary having regard-to the variation; and (b) on the same day as the notices are dispatched, serving on the target company a copy of one of the notices. (11) Where an offeror purports, in accordance with sub-section (7), to vary an offer under a take-over scheme that is open. for a period not exceeding 6 months so that the total period during which the offer would remain open exceeds 6 months, the variation has effect only to extend the period during which the offer remains open until the .expiration of 6 months after the date that the offer bears unless, within the period of one month commencing 5 months after that date, the offeror has dispatched or dispatches in a manner approved by the Commissioner to each person to whom an offer under the take-over scheme was made (including a person who had accepted an offer) a notice- (a) signed in the same manner as a Part A statement is required by paragraph (d) of section 16 (2) to be signed and setting out the prescribed information; and (b) setting out the provisions of sub-section (12). (12) Where an offeree who has accepted a take-over offer that is subject to a prescribed condition receives a notice relating to the offer dispatched pursuant to sub-section (11), the offeree may, by notice in writing given to the offeror within one month after receipt of the first-mentioned notice, withdraw his acceptance of the offer and, where such a notice is given by the offeree to the offeror, the offeror shall return

Company Take-overs Act 1979, No. 77 841 to the offeree, within 14 days after receipt of the notice, any documents that were sent by the offeree to the offeror with the acceptance of the offer. (13) An offeror is not entitled to dispatch notices under sub-section (10) or (11) unless a copy of one of the notices concerned has been registered by the Commissioner. (14) Where a copy of a notice is lodged with the Commissioner for registration under sub-section (13), the Commissioner shall not register the copy of the notice unless- (a) in the case of a notice under sub-section (10)-the Commissioner is of the opinion that the proposed variation is permitted by this section; and (b) in the case of a notice under sub-section (10) or (I 1)-the notice appears to comply with the requirements of this section and the Commissioner is of the opinion that the notice does not contain any matter that is false in a material particular or materially misleading in the form and context in which it appears. (15) A notice referred to in sub-section (10) or (11) shall, when dispatched in accordance with paragraph (a) of sub-section (10) or sub-section (11), have endorsed on it a statement that a copy of the notice has been registered by the Commissioner and that the Commissioner takes no responsibility as to the contents of the notice and specifying the date on which the copy was so registered. (16) An offeror shall, on the day on which he dispatches notices referred to in sub-section (10) or (11)- (a) serve on the target company- (i) a copy of one of the notices; and (ii) a notice in writing stating that the notices referred to in sub-paragraph (i) have been dispatched and of the date that they bear; (b) if the target company is a listed public company-serve on the stock exchange that is the home exchange in relation to the target company a copy of each of the documents served in accordance with paragraph (a); and (c) lodge with the Commissioner a copy of the notice referred to in sub-paragraph (ii) of paragraph (a). (17) Nothing in this section affects the operation of section 19. 28. Declaration where take - over offers are conditional. (1) Where an offeror makes a take-over offer that is subject to a prescribed condition, the offeror may not, except in accordance with this section,, whether expressly or impliedly and whether in writing or by conduct, declare the take-over offer or any contract resulting from the acceptance of the take-over offer to be free from the condition; or treat the take-over offer or any contract resulting from the acceptance of the take-over offer as being free from the condition. (2) Where an offer under a take-over scheme is subject to a prescribed condition, the offeror may declare the offer to be free from the condition if- (a) it is a term of the offer that he may do so not less than 7 days before the end of the period during which the offer remains open and the offer is declared to be free from the condition in accordance with that term ; and

878 Company Take-orers Act 1979, No. 77 words, a reference to the application of sections 180x and 180Y of the Companies Act 1961 as amended and in force immediately before the date on which this Act is deemed to have come into operation in relation to shares in that company consequent upon the making of those offers or the issuing of those invitations; and (c) except where the contrary intention appears, expressions used in this section have the same respective meanings as those expressions have in Part VIB of the Companies Act 1961 as amended and in force immediately before the date on which this Act is deemed to have come into operation. 58. Regulations . (1) The Governor in Council may make regulations, not inconsistent with this Act, prescribing all matters required or permitted by this Act to be prescribed, or necessary or convenient to be prescribed for carrying out or giving effect to this Act. Without limiting the generality of the foregoing provisions of this subsection regulations may be made prescribing the fees payable to the Commissioner under this Act (but in no case exceeding $1 000) and the matters in respect of which such fees shall be paid. (2) Where a fee prescribed pursuant to subsection (1) is payable to the Commissioner- (a) in respect of the lodgment of a document with him and the document is submitted for lodgment without payment of the fee, the document shall be deemed not to have been lodged until the fee has been paid; (b) in respect of the making of an application to him and the application is made without payment - of the fee, the Commissioner shall not deal with the application until the fee has been paid. (3) The regulations may vary the requirements set out in any part of the Schedule, either by omitting or altering any such requirement or by adding additional requirements, and any reference in this Act to the requirements of a Part of the Schedule shall be read as a reference to those requirements as so varied for the time being. (4) The regulations may require the serving on a stock exchange or stock exchanges, or the lodging with the Commissioner, or both, of- (a) a signed copy of a prescribed document, being a document made or given pursuant to this Act and not required by this Act to be so served, or .lodged; or (b) a notice in the prescribed form, and containing the prescribed particulars, of such a document. 59. Consequential amendments to CompaniesAct. (1) (a) In this section the Companies Art 1961-1978 is referred to as the Principal Act. (b) The Principal Act as amended by this Act may be cited as the Companies Act 1961-1979. (2) Section 122 of the Principal Act is amended by in paragraph (c) of sub-section (1) inserting immediately before the expression " or under section 113 " the expression ", under section 44 of the Company Take-orers Act 1979 ".

Company Take-overs Act 1979, No. 77 879 (3) Section 185 of the Principal Act is amended by in sub-section (1) omitting the expression " ( not being a take-over scheme as referred to in subsection (4) of section 180A) involving a transfer of the shares " and substituting the expression- " not being- (i) a take-over scheme as referred to in section 180A (4); (ii) a scheme involving the acquisition of shares in a company as a result of the acceptance of offers to acquire those shares made under a take-over scheme in relation to that company as referred to in section 16 of the Company Take-overs Act1979; or (iii) a scheme involving the acquisition of shares in a listed public company where the shares are acquired as a result of the acceptance of offers made in accordance with section 17 of the Company Take-overs Act1979, involving a transfer of the shares ". (4) Section 354 of the Principal Act is amended by in sub-section (8) inserting immediately after the expression " 180x or 185 " the expression " or section 42 of the Company Take-overs Act 1979 ". 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 u 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, set out a statement to that effect;

880 Company Take-overs Act 1979, No. 77 (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 payment (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 Act 1961; (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 served on the target company and particulars of the dates of any such alterations and the source of any increase in its capital; and (iv) full particulars 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 feferred 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 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 "; (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

Company Take-overs Act 1979, No. 77 881 (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- (i) the offeror intends, if he becomes entitled pursuant to section 42 (4) to acquire shares in, renounceable options granted by, or convertible notes issued by, the target company, to acquire those shares, renounceable options or convertible notes-set out the terms to be proposed by him for the acquisition of those shares, renounceable options or. convertible notes; or (ii) the offeror intends, if he is required under 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 holder 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 (h) of clause 1 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) whether 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 principal executive officer of the target company as compensation for loss of, or as consideration for or in connection with

882 Company Take-offers Act 1979, No. 77 his retirement from, office as a director, secretary or principal 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 principal 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 principal 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, and, if so, particulars of the proposed payment or benefit; (b) whether 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 and, if so, 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) whether 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 and, if so- (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

Company Take-overs Act 1979, No. 77 883 (f) any other information 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 served on the target company: (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 (a) and (c) of clause 7 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.

884 Company Take-overs Act 1979, No. 77 PART B-STATEMENT TO BE FURNISHED BY TARGET COMPANY TO WHICH TAKE-OVER SCHEME RELATES 1. The statement shall set out- (a) if the person or persons signing the statement desires or desire to make, and considers himself or consider themselves justified in making, a recommendation in relation to the offers- whether the person or persons recommends or recommend the acceptance of offers made or to be made by the offeror or recommends or recommend against such acceptance and, in either case, the reasons for so recommending; or (b) in any other case-that the person or persons signing the statement does not or do not desire to make a recommendation or does not or do not consider himself or consider themselves justified in making a recommendation and the 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) whether it is proposed that any payment or other benefit will- (i) be made or given to any director, secretary or principal 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 principal 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 principal 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 principal 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, and, if so, particulars of the proposed payment or benefit;

Company Take- overs Act 1979, No. 77 885 (f) whether 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 and, if so, 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 (a) of section 22 (2)-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 (b) of section 22 (2)-the liquidator or ofciat 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 and, if so, full particulars of any such change or changes; and (k) any other information 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 (a) of section 22 (2)-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 (b) of section 22 (2)-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 fof '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

886 Company Take-overs Act 1979, No. 77 (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; (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, 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- (i) the on-market offeror intends, if he becomes entitled pursuant to section 42 (4) to acquire shares in, renounceable options granted by, or convertible notes issued by, the target company, to acquire those shares, renounceable options or convertible notes-set out the terms to be proposed by him for the acquisition of those shares, renounceable options or convertible notes; or ' (ii) the on-market offeror intends, if he is required under 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 optons 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 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 (f) of clause 2-particulars sufficient to identify the cash amounts held by the on-market offeror for or in respect of payment of the consideration; and

Company Take-overs Act 1979, No. 77 887 (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 ( f) of clause 2, 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) whether 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 principal 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 principal 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 principal 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 principal 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, and, if so, particulars of the proposed payment or benefit; (b) whether 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 and, if so, 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) whether 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 , and, if so- (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;

888 Company Take-overs Act 1979, No. 77 (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 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) if the person or persons signing the statement desires or desire to make, and considers himself or consider themselves justified in making, a recommendation in relation to the on-market offers-whether the person or persons recommends or recommend to the shareholders the acceptance of offers made by virtue of the take-over announcement or recommends or recommend against such acceptance and, in either case, the reasons for so recommending; or (b) in any other case-that the person or persons signing the statement does not or do not desire to make a recommendation or does not or do not consider himself or consider themselves justified in making a recommendation and the 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;

Company Take-overs Act 1979, No. 77 889 (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) whether 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 principal 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 principal 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 principal 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 principal 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, and, if so, particulars of the proposed payment or benefit; (f) whether 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 and, if so, 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 (a) of section 32 (2)-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 (b) of section 32 (2)-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 and, if so, full particulars of any such change or changes; and 0) any. other information 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 b statement that is signed as mentioned in paragraph (a) of section ^2 (2)-any of the directors of the target company; or

890 Company Take - overs Act 1979, No. 77 (ii) in the case of a Part D statement that is signed as mentioned in paragraph (b) of section 32 (2)-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.