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CORPORATIONS ACT 2001

CHAPTER 6 - TAKEOVERS  

PART 6.5 - THE TAKEOVER PROCEDURE  

Division 5 - General rules on takeover procedure  

Subdivision C - Effect of proportional takeover approval provisions  

SECTION 648D  CONSTITUTION MAY CONTAIN PROPORTIONAL TAKEOVER APPROVAL PROVISIONS  

648D(1)  [Constitution may effect takeover approval]  


Subject to this Subdivision, the constitution of a company may contain provisions to the effect that, if offers are made under a proportional takeover bid for securities of the company:


(a) the registration of a transfer giving effect to a takeover contract for the bid is prohibited unless and until a resolution (an approving resolution) to approve the bid is passed in accordance with the provisions; and


(b) a person (other than the bidder or an associate of the bidder) who, as at the end of the day on which the first offer under the bid was made, held bid class securities is entitled to vote on an approving resolution; and


(c) an approving resolution is to be voted on in whichever of the following ways is specified in the provisions:


(i) at a meeting, convened and conducted by the company, of the persons entitled to vote on the resolution;

(ii) by means of a postal ballot conducted by the company in accordance with a procedure set out in the provisions;
or, if the provisions so provide, in whichever of those ways is determined by the directors of the company; and


(d) an approving resolution that has been voted on is taken to have been passed if the proportion that the number of votes in favour of the resolution bears to the total number of votes on the resolution is greater than the proportion specified in the provisions, and otherwise is taken to have been rejected.

The proportion specified under paragraph (d) must not exceed 50%.

Note: Section 9 defines proportional takeover bid. See paragraph 618(1)(b).

648D(2)  [Approving resolution deadline]  


To be effective, an approving resolution in relation to a proportional takeover bid must be passed before the approving resolution deadline. The deadline is the 14th day before the last day of the bid period.

Note: In certain circumstances, an approving resolution will be taken to have been passed (see subsection 648E(3)).

648D(3)  [Meetings provisions]  


Except to the extent to which a company's constitution provides otherwise:


(a) the provisions that apply to a general meeting of the company apply, with such modifications as the circumstances require, to a meeting convened under the company's proportional takeover approval provisions; and


(b) those provisions apply as if the meeting convened under the proportional takeover provisions were a general meeting of the company.

The provisions referred to in paragraph (a) may be the provisions of a law, provisions of the company's constitution or any other provisions.

 



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