ASIC Corporations (Minimum Bid Price) Instrument 2015/1068 (Cth)

ASIC Corporations (Minimum Bid Price) Instrument 2015/1068

About this compilation

Compilation No. 1

This is a compilation of ASIC Corporations (Minimum Bid Price) Instrument 2015/1068 as in force on 5 September 2017. It includes any commenced amendment affecting the legislative instrument to that date.

This compilation was prepared by the Australian Securities and Investments Commission.

The notes at the end of this compilation (the endnotes) include information about amending instruments and the amendment history of each amended provision.

Contents

Part 1—Preliminary 1 Name of legislative instrument 3 Authority 4 Definitions Part 2—Declaration 5 Minimum bid price Endnotes Endnote 1—Instrument history Endnote 2—Amendment history

Part 1—Preliminary

1 Name of legislative instrument This instrument is ASIC Corporations (Minimum Bid Price) Instrument 2015/1068.

3 Authority This instrument is made under subsection 655A(1) of the Corporations Act 2001.

4 Definitions In this instrument: Act means the Corporations Act 2001.

Part 2—Declaration

5 Minimum bid price Chapter 6 of the Act applies to all persons as if the following provisions were modified or varied: (a) after paragraph 619(2)(d) insert: "(da) any differences in the offers attributable to the fact that the bidder may offer a lower amount or value of consideration to a person mentioned in any of the paragraphs in subsection 621(3B) than would otherwise be required to be offered;"; (b) after subsection 621(3) insert: "(3A) Despite subsection (3), if the securities in the bid class under a takeover bid are quoted securities, the consideration offered for securities in the bid class may be less than the minimum consideration required under subsection (3) to the extent of a decrease in the value of securities in the bid class provided both of the following are satisfied: (a) the decrease resulted from the target: (i) declaring a cash dividend; or (ii) converting its shares into a larger number under section 254H; (b) the date on which the operator of the market on which the bid class securities are quoted changes the basis of quotation of the securities to signify that trading in that class no longer carries the entitlement to the dividend or larger number of shares, is: (i) after the date the relevant purchase or agreement is made; and (ii) on or before the date of the bid. Note: If bid class securities are quoted on more than one approved financial market, paragraph (b) applies in relation to whichever market operator first changes the basis of quotation. (3B) Despite subsection (3) the bidder may offer consideration for securities in the bid class under a takeover bid that is less than the minimum consideration required under subsection (3) if the consideration is offered to any of: (a) a wholly-owned subsidiary of the bidder; (b) where the bidder is a wholly-owned subsidiary—its holding company or the holding company's wholly-owned subsidiaries; or (c) a nominee or bare trustee of bid class securities for the bidder or bodies referred to in paragraphs (a) or (b), provided that, if the offer is made to a body referred to in paragraphs (a) or (b) or to its nominee or bare trustee—the bidder has first obtained the written consent of the body for it or its nominee or bare trustee to receive the offer, and such consent acknowledges that the value of the consideration being offered is less than the value that would otherwise be required by subsection (3)."; (c) after subsection 621(4) insert: "(4A) Despite subsection (4), if the consideration offered for securities in the bid class under a takeover bid includes quoted securities, the bidder may ascertain the value of the quoted securities as at any time of its choosing within the 5 business days before the date of the bid, provided all of the following are satisfied: (a) the quoted securities are valued by calculating the volume weighted average market price of those securities in the ordinary course of trading on the approved financial market during the 2 full trading days before the chosen time; (b) the period of trading on which the valuation is based does not start until at least 5 trading days have elapsed after the first day that the bidder has sent a copy of the bidder's statement and offer document: