Commonwealth legislation

ASIC Class Order [CO 03/633]

RepealedCTH

This Act has been repealed and is no longer in force. It is retained for historical reference.

Jurisdiction

Commonwealth

Collection

legislative instrument

Plain English Summary

2/10 complexity

This class-order exemption lets bidders vary takeover bid terms without calling a shareholder meeting by allowing board approval instead. For cash-only offers a board simple majority can approve changes; offers involving shares or other non-cash consideration require unanimous director approval; individual (non-company) bidders may decide themselves.

It speeds up routine bid adjustments by avoiding meeting costs and delays while retaining stronger director safeguards for complex, non-cash deals.

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Current sections

Direct links to the current provisions in ASIC Class Order [CO 03/633].

ASIC Class Order [CO 03/633]

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Australian Securities and Investments Commission Corporations Act 2001 – Paragraph 655A(1)(a) – Exemption

Under paragraph 655A(1)(a) of the Corporations Act 2001 (the “Act”) the Australian Securities and Investments Commission exempts a bidder from subsection 650D(3) of the Act where the notice of variation of offers under an off-market bid is approved by:

1. for a bidder that is a body corporate:

(a) if the consideration offered under the bid is a cash sum only — a resolution passed by the directors of the bidder; or

(b) otherwise — a unanimous resolution passed by all the directors of the bidder; or

2. for a bidder who is an individual — the bidder.

Dated this 22nd day of September 2003

Signed by Stephen Yen, PSM

Australian Securities and Investments Commission

Source text

Sourced from the Federal Register of Legislation (legislation.gov.au), CC BY 4.0.