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CORPORATIONS ACT 2001

CHAPTER 6 - TAKEOVERS  

PART 6.5 - THE TAKEOVER PROCEDURE  

Division 3 - The target's response  

SECTION 641  TARGET MUST INFORM BIDDER ABOUT SECURITIES HOLDINGS  

641(1)  Requirement to inform bidder and information that must be given.  

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If the bidder has given a bidder's statement to the target and requested the target to give the bidder information in accordance with this section, the target must inform the bidder of:


(a) the name and address of each person who, at a time specified by the bidder under subsection (2), held securities:


(i) in the bid class; or

(ii) convertible into securities in the bid class; and


(b) the type, and number of each type, of those securities held by the person at the specified time.

641(1A)  [Exception]  

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However, the target does not need to give information to the bidder about a person or their holding of securities unless the target knows the person's name.

Note: A defendant bears an evidential burden in relation to the matters in subsection (1A), see subsection 13.3(3) of the Criminal Code.

641(1B)  [Strict liability offence]  

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An offence based on subsection (1) is an offence of strict liability.

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

641(2)  Time at which target's information must be correct.  


The bidder's request must specify a day as at which the information must be correct. The day must be one that occurs after the day on which the bidder makes the request unless the target agrees to it being the day on which the bidder makes the request.

641(3)  Form in which target must provide information.  


The target must give the information to the bidder:


(a) in the form that the bidder requests; or


(b) if the target is unable to comply with the request - in writing.

641(4)  [Information in electronic form]  


If the target must give the information to the bidder in electronic form, the information must be readable but the information need not be formatted for the bidder's preferred operating system.

641(5)  Fee for provision of information.  


The target may require the bidder to pay an amount, not exceeding the prescribed amount, for the provision of the information to the bidder.

641(6)  Time by which target must provide information.  


The target must give the information to the bidder no later than the latest of the following times:


(a) the end of the second day after the day on which the bidder requested the information; or


(b) the end of the next day after the day as at which the information must be correct; or


(c) the time when the target receives the amount mentioned in subsection (5).

 



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