“Foreign holders“Foreign holders

“Foreign holders

(3) If the consideration for the bid includes an offer of securities, the securities do not need to be offered to foreign holders of the target’s securities, or such of those foreign holders as are specified in the bidder’s statement, if under the terms of the bid: (a) the bidder must appoint a nominee for those foreign holders who is approved by ASIC; and (b) the bidder must transfer to the nominee: (i) the securities that would otherwise be transferred to the foreign holders, or specified foreign holders, who accept the bid for that consideration; or (ii) the right to acquire those securities; and (c) the nominee must sell the securities, or those rights, and distribute to each of those foreign holders their proportion of the proceeds of the sale net of expenses. Small parcels (4) If the consideration for the bid includes an offer of quoted securities, the securities do not need to be offered to holders of the target’s securities who would otherwise be offered a small parcel of securities, if under the terms of the bid: (a) where a nominee is appointed under subsection (3)—the bidder and the nominee must follow the procedure in subsection (3) as if a reference to “foreign holders” were a reference to holders of the target’s securities who would otherwise be offered a small parcel of securities; or (b) where a nominee is not appointed under subsection (3)—the bidder must pay to each holder of a small parcel of securities who accepts the bid an amount of cash which is equal to the market value of those securities. (5) For the purposes of subsection (4): market value of securities means the highest closing price for the securities published by any prescribed financial market on which the securities are quoted during the period beginning on the first day of the bid period, and ending on the earlier of: (a) 5 trading days before the first day on which the bidder must pay or provide the consideration to a holder of bid class securities under terms of the offers; and (b) the end of the bid period. minimum parcel, in relation to quoted securities, means: (a) if a “marketable parcel” or “minimum parcel” is defined in the respective rules governing the operation of more than one prescribed financial market on which the securities are quoted—a marketable parcel or minimum parcel as defined in whichever of the rules the bidder specifies in the bidder’s statement; (b) if a “marketable parcel” or “minimum parcel” is defined in the rules governing the operation of only one prescribed financial market on which the securities are quoted—a marketable parcel or minimum parcel as defined in those rules; (c) otherwise—a parcel of the securities valued at not less than $500 based on the closing price of the securities on the relevant prescribed financial market. small parcel, in relation to securities, means a parcel of securities which is not a minimum parcel calculated using the market value of those securities.”;