CORPORATIONS ACT 2001
VARIATION OF OFFERS
Off-market bids (express variation by bidder)
SECTION 650B OFF-MARKET BIDS
650B(1) Improving the consideration offered.
The bidder may vary the offers made under the bid to improve the consideration offered:
(a) by increasing a cash sum offered; or
(b) by increasing the number of securities offered; or
(c) by increasing the rate of interest payable under debentures offered; or
(d) by increasing the amount or value of debentures offered; or
(e) by increasing the number of unissued securities that may be acquired under options offered; or
(f) by offering a cash sum in addition to securities; or
(g) if the securities being acquired include shares to which rights to accrued dividends are attached
by giving the holders the right to:
(i) retain the whole or a part of the dividend; or
in addition to the consideration already offered; or
(ii) be paid an amount equal to the amount of the dividend;
(h) offering an additional alternative form of consideration.
Note: If the bidder increases the consideration during the last 7 days of the offer period, subsection
extends the offer period by a further 14 days.
Improving the consideration has the effects set out in the following table on the rights of a person who has already accepted an offer when the variation is made.
|Effect of improving consideration||[
| ||Improvement||Effect on person who has already accepted bid offer|
|1||improvement of the only form of consideration being offered||entitled to the improved consideration|
|2||2 or more forms of consideration offered and all forms improved by the same factor or percentage||entitled to the improvement in the form of consideration accepted|
|3||2 or more forms of consideration offered and improvement in the consideration is identical for all forms||entitled to the improvement in the form of consideration accepted|
|4||addition of a new form of consideration||entitled to make a fresh election as to the form of consideration to be taken|
|5||any other improvement||entitled to make a fresh election as to the form of consideration to be taken|
S 650B(2) amended by No 122 of 2001, s 3, Sch 3, Pt 1
21] (effective 27 September 2001).
The person is entitled to receive the improved consideration immediately, subject to the following paragraphs:
(a) if the time for payment of the consideration in accordance with subsection
has not yet occurred, the person is not entitled to receive the improved consideration until that time;
(b) if the person has to make an election before being entitled to the improved consideration, the person is not entitled to receive the improved consideration until the later of:
(i) the time when the election is made; and
(ii) the time applicable under paragraph (a).
S 650B(2A) inserted by No 122 of 2001, s 3, Sch 3, Pt 1
22] (effective 27 September 2001).
650B(3) Fresh election as to the form of consideration.
If a person who has already accepted an offer has the right to make a fresh election as to the form of consideration to be taken, the bidder must send the person as soon as practicable after the variation a written notice informing them about their right to make the election.
Note 1: Section
says how the election is to be exercised.
Note 2: Sections
provide for the manner in which documents may be sent to holders.
An offence based on subsection (3) is an offence of strict liability.
, see section 6.1 of the
S 650B(4) inserted by No 117 of 2001, s 3, Sch 1
221] (effective 15 December 2001).