Corporations Act 2001

CHAPTER 6 - TAKEOVERS  

Note: This Chapter only applies to acquisitions of interests in a CCIV if the CCIV is a listed company: see Division 1 of Part 8B.7 .

PART 6.7 - WITHDRAWAL AND SUSPENSION OF OFFERS  

SECTION 652C   WITHDRAWAL OF MARKET BIDS  

Bidder entitled to withdraw if certain events happen during the offer period

652C(1)    
The bidder may withdraw unaccepted offers made under a market bid if 1 of the following happens during the bid period, but only if the bidder ' s voting power in the target is at or below 50% when the event happens:

(a)    the target converts all or any of its shares into a larger or smaller number of shares (see section 254H );

(b)    the target or a subsidiary resolves to reduce its share capital in any way;

(c)    the target or a subsidiary:

(i) enters into a buy-back agreement; or

(ii) resolves to approve the terms of a buy-back agreement under subsection 257C(1) or 257D(1) ;

(d)    the target or a subsidiary issues shares, or grants an option over its shares, or agrees to make such an issue or grant such an option;

(e)    the target or a subsidiary issues, or agrees to issue, convertible notes;

(f)    the target or a subsidiary disposes, or agrees to dispose, of the whole, or a substantial part, of its business or property;

(g)    

the target or a subsidiary grants, or agrees to grant, a security interest in the whole, or a substantial part, of its business or property;

(h)    the target or a subsidiary resolves to be wound up.

652C(2)    

The bidder may also withdraw unaccepted offers made under a market bid if 1 of the following happens during the bid period:

(a)    a liquidator or provisional liquidator of the target or of a subsidiary is appointed;

(b)    a court makes an order for the winding up of the target or of a subsidiary;

(c)    an administrator of the target, or of a subsidiary, is appointed under section 436A , 436B or 436C ;

(d)    the target or a subsidiary executes a deed of company arrangement;

(da)    

a restructuring practitioner for the target, or for a subsidiary, is appointed under section 453B ;

(db)    

the target or a subsidiary makes a restructuring plan under Division 3 of Part 5.3B ;

(e)    a receiver, or a receiver and manager, is appointed in relation to the whole, or a substantial part, of the property of the target or of a subsidiary.

This is so regardless of the bidder ' s voting power at the time.

652C(3)    
Notice of the withdrawal must be given to each relevant market operator.

652C(4)    

An offence based on subsection (3) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code .