Australian Securities and Investments Commission
Corporations Act 2001 — Subsection 655A(1) — Variation
Under subsection 655A(1) of the Corporations Act 2001 the Australian Securities and Investments Commission varies Class Order [CO 00/344] by:
1. in Schedule B:
(a) omitting from the introductory words “by a time which is:” and substituting “before:”;
(b) omitting “prior to” from paragraph (a); and
(c) omitting “within the” from paragraph (b) and substituting “the latest”; and
2. in Schedule D:
(a) omitting subparagraph 3(a)(i) and substituting:
“(i) the target agrees in writing, following approval of this agreement in any of the ways a target’s statement must be approved under subsection 639(1); or”; and
(b) after paragraph 3 adding:
“4 The bidder dates the replacement bidder’s statement with the day on which it lodges the replacement bidder’s statement.
5 The bidder in the replacement bidder’s statement:
(a) explains that the replacement bidder’s statement replaces the original bidder’s statement; and
(b) gives the date that the original bidder’s statement was lodged.”.
Dated this 22nd of September 2003
Signed by Stephen Yen, PSM
as a delegate of the Australian Securities and Investments Commission
Overview
The Australian Securities and Investments Commission Corporations Act 2001 was enacted by the Australian Parliament to address the need for a comprehensive regulatory framework governing corporate activities in Australia. The legislation was introduced to fill gaps in the existing corporate law by providing detailed rules and regulations to protect investors and the public from corporate misconduct and financial irregularities. The Act aims to maintain fair and efficient financial markets and to ensure the accountability and transparency of corporations. The legislative instrument F2006B01662, dated 22nd of September 2003, represents a variation to the Class Order [CO 00/344] under subsection 655A(1) of the Corporations Act 2001, signed by Stephen Yen, PSM, as a delegate of the Australian Securities and Investments Commission. This variation aims to streamline the processes and requirements for bidder’s statements in takeover bid situations, enhancing the clarity and enforceability of these critical corporate documents.
Scope and Application
Subsection 655A(1) of the Corporations Act 2001 facilitates the variation of certain class orders by the Australian Securities and Investments Commission (ASIC). This specific legislative instrument, F2006B01662, applies to the Corporations Act 2001 by modifying Class Order [CO 00/344]. The alterations primarily affect the timing and conditions under which certain documents must be lodged, as well as the content of replacement bidder's statements. The changes involve amending the language in Schedule B to clarify the deadlines for lodging documents and modifying Schedule D to refine the approval process for bidder's statements, including the necessity for the target's written agreement and the specifics regarding the dating and content of replacement bidder's statements. This variation extends to all entities and individuals governed by the Corporations Act 2001, thereby impacting a broad spectrum of industries and transactions across Australia, including takeovers and corporate actions subject to the Act's jurisdiction. There are no specific exclusions, exemptions, or thresholds stated in this variation; however, the Act's applicability remains subject to the broader legislative framework and any subordinate instruments that might extend or restrict its application.
Key Provisions
The key provision of this legislative instrument (F2006B01662) concerns a variation to Class Order [CO 00/344] under subsection 655A(1) of the Corporations Act 2001. This variation makes specific amendments to the timing and procedural requirements outlined in the Class Order. In Schedule B, it modifies the introductory words to replace "by a time which is" with "before" to clarify the timeframe for certain actions. It also removes the phrase "prior to" from paragraph (a) and changes "within the" in paragraph (b) to "the latest," thereby simplifying the language and potentially reducing ambiguity. These changes are intended to make the requirements clearer and more straightforward for those governed by the Class Order.
The Act imposes specific obligations and requirements on the parties involved. For instance, in Schedule D, the variation removes subparagraph 3(a)(i) and replaces it with a new provision that requires the target company to agree in writing to the terms of the bidder’s statement following approval in one of the ways specified under subsection 639(1). Additionally, it mandates that the bidder must date the replacement bidder’s statement with the day it lodges the statement. Furthermore, the replacement bidder’s statement must include an explanation that it replaces the original bidder’s statement and specify the date the original statement was lodged. These changes are designed to ensure transparency and accuracy in the communication of bidder statements and agreements.
In terms of consequences for non-compliance, the Act does not explicitly state any specific offences, penalties, or civil/criminal consequences for breach of these provisions within the legislative instrument itself. However, the Corporations Act 2001 generally provides for various penalties for breaches of its provisions. These can include fines, imprisonment, or both, depending on the severity and nature of the breach. For example, individuals found guilty of breaches under the Corporations Act may face substantial fines and/or imprisonment, while companies may face significant financial penalties. The exact penalties are not specified in this legislative instrument but would be determined according to the broader provisions of the Corporations Act and any relevant case law or regulatory guidelines.