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ASIC Corporations (Replacement Bidder’s and Target’s Statements) Instrument 2023/688
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Turn the raw legal text into a practical explanation grounded in ASIC Corporations (Replacement Bidder’s and Target’s Statements) Instrument 2023/688.
(1) This section applies to an off-market bid before the target’s statement has been sent to any holder of bid class securities.
(2) For the purposes of subitem 12(b) of the table in subsection 633(1), a target is
eligible
to rely on this section if the target, no later than the time allowed for sending the original target’s statement to persons holding bid class securities under subitem 12(a) of the table in subsection 633(1):
(a) lodges with ASIC; and
(b) sends to the bidder; and
(c) if the bid class securities are quoted and the target is listed—sends to the operator of each prescribed financial market on which the target’s securities are quoted;
a replacement target’s statement and a copy of that replacement target’s statement marked to show all changes from the original target’s statement.
(3) In
this
section and subsection 633(1):
replacement target’s statement means a target’s statement that:
(a) incorporates all the substantive information in an original target’s statement and in each supplementary target’s statement that was lodged in relation to the original target’s statement before, or at the same time as, the time when the replacement target’s statement is lodged with ASIC; and
(b) explains that it replaces the original target’s statement and each supplementary statement and states the date or dates that the original target’s statement and each supplementary statement were lodged with ASIC; and
(c) bears a date that is the same as the date that it is lodged with ASIC.”;
(e) omit item 6 in the table in subsection 635(1), substitute:
| “6 | The bidder must:(a) if the bidder is not eligible to rely on subsection 635A—send to each holder of bid class securities (other than the bidder):• a copy of the bidder’s statement; and• a copy of any other document that was sent with the bidder’s statement to the relevant market operator; | For subitem (a), within 14 days after the announcement is made. |
|---|---|---|
| or:(b) if the bidder is eligible to rely on section 635A—send to each holder of bid class securities (other than the bidder):• a copy of the replacement bidder’s statement; and• a copy of any other document that was sent with the replacement bidder’s statement to the relevant market operator. | For subitem (b), within 14 days after the bidder is eligible to rely on section 635A.Sections 648B and 648C provide for the manner in which documents may be sent to holders.”; |
(f) omit item 13 in the table in subsection 635(1), substitute:
| “13 | The target must:(a) if the target is not eligible to rely on subsection 635B—send each holder of bid class securities:• a copy of the target’s statement; and• a copy of any other document that was sent with the target’s statement to the relevant market operator; | For each of subitem (a) and (b), no later than the last date for the bidder to send the bidder’s statement under item 6(a), or the replacement bidder’s statement under item 6(b) as applicable. |
|---|---|---|
| or:(b) if the target is eligible to rely on subsection 635B—send each holder of bid class securities:• a copy of the replacement target’s statement; and• a copy of any other document that was sent with the replacement target’s statement to the relevant market operator. | Sections 648B and 648C provide for the manner in which documents may be sent to holders.”; |
(g) omit item 14 in the table in subsection 635(1), substitute:
| “14 | The bidder must make offers for the securities under the bid through the relevant financial market. | To be done on the next day after the date referred to in item 13.If the bidder does not make the offers at that time, the bidder contravenes this section.Item 2 of the table in section 611 covers offers made by the bidder on market during the period between the announcement and the making of the offers under the bid.”; |
|---|
(h) after section 635 insert:
“635A Market bid–Replacement bidder’s statement
(1) This section applies to a market bid before the bidder’s statement has been sent to any holder of bid class securities.
(2) For the purposes of subitem 6(b) of the table in subsection 635(1), a bidder is eligible to rely on this section if the bidder, no later than the time allowed for sending the original bidder’s statement to persons holding bid class securities under subitem 6(a) of the table in subsection 635(1):
(a) lodges with ASIC; and
(b) sends to the target; and
(c) sends to the operator of each prescribed financial market on which the target’s securities are quoted;
a replacement bidder’s statement and a copy of that replacement bidder’s statement marked to show all changes from the original bidder’s statement.
(3) In this section and in subsection 635(1):
replacement bidder’s statement means a bidder’s statement that:
(a) incorporates all the substantive information in an original bidder’s statement and in each supplementary bidder’s statement that was lodged in relation to the original bidder’s statement before, or at the same time as, the time when the replacement bidder’s statement is lodged with ASIC; and
(b) explains that it replaces the original bidder’s statement and each supplementary statement and states the date or dates that the original bidder’s statement and each supplementary statement were lodged with ASIC; and
(c) bears a date that is the same as the date that it is lodged with ASIC; and
(d) sets out or reflects offers under the bid that are on the same terms as those set out in the original bidder’s statement and offer document (if any) lodged with ASIC under item 5 of the table in subsection 635(1).”;
(i) after section 635A insert:
“635B Market bid–Replacement target’s statement
(1) This section applies to a market bid before the target’s statement has been sent to any holder of bid class securities.
(2) For the purposes of subitem 13(b) of the table in subsection 635(1), a target is eligible to rely on this section if the target, no later than the time allowed for sending the original target’s statement to persons holding bid class securities under subitem 13(a) of the table in subsection 635(1):
(a) lodges with ASIC; and
(b) sends to the bidder; and
(c) sends to the operator of each prescribed financial market on which the target’s securities are quoted;
a replacement target’s statement and a copy of that replacement target’s statement marked to show all changes from the original target’s statement.
(3) In this section and in subsection 635(1):
replacement target’s statement means a target’s statement that:
(a) incorporates all the substantive information in an original target’s statement and in each supplementary target’s statement that was lodged in relation to the original target’s statement before, or at the same time as, the time when the replacement target’s statement is lodged with ASIC; and
(b) explains that it replaces the original target’s statement and each supplementary statement and states the date or dates that the original target’s statement and each supplementary statement were lodged with ASIC; and
(c) bears a date that is the same as the date that it is lodged with ASIC.”;
(j) omit subsection 647(3) (excluding the note), substitute:
“(3) A bidder or target must do the following in relation to a supplementary statement:
(a) for a supplementary bidder’s statement—the bidder must as soon as practicable:
(i) lodge the supplementary statement with ASIC; and
(ii) if the bid class securities are quoted and the target is listed—send the supplementary statement to the operator of each prescribed financial market on which the target’s securities are quoted; and
(iii) if the bid is an off-market bid, the bid class securities are not quoted and the bidder has sent a bidder’s statement under item 6 of the table in subsection 633(1) or item 6 of the table in subsection 635(1)—send the supplementary statement to all holders of bid class securities who have not accepted an offer under the bid.
(b) for a supplementary target’s statement—the target must as soon as practicable:
(i) lodge the supplementary statement with ASIC; and
(ii) if the bid class securities are quoted and the target is listed—send the supplementary statement to the operator of each prescribed financial market on which the target’s securities are quoted; and
(iii) if the bid is an off-market bid and the bid class securities are not quoted—send the supplementary statement to all holders of bid class securities who have not accepted an offer under the bid.”.