“Proportional takeover bids—small parcel“Proportional takeover bids—small parcels

“Proportional takeover bids—small parcels

(2) If accepting an offer under a proportional takeover bid for quoted securities would leave a person with a parcel of the securities that is a small parcel, the offer extends to that parcel. This subsection (including the application of this subsection to the circumstances specified in subsection (2B)) does not apply to a parcel of securities, whether held beneficially or otherwise, that has come into existence or increased in size because of a transaction entered into (including the creation of one or more trusts) after the bid was publicly proposed. (2A) For the purposes of subsection (2), a person accepting a proportional takeover bid for quoted securities would be left with a small parcel of securities if, and only if, the parcel of securities they would be left with is not: (a) if, on the most recent day before the date of acceptance that bid class securities were traded on a prescribed financial market, the securities were only traded on one prescribed financial market—a minimum parcel using the closing price of the securities on that prescribed financial market on that day; or (b) if bid class securities traded on more than one prescribed financial market on that day—a minimum parcel using the closing price of the securities on any of the prescribed financial markets on which the securities traded on that day. (2B) If under paragraph 653B(1)(b) a person (the holder) may accept an off-market bid for securities as if a separate offer had been made in relation to: (a) one or more parcels of bid class securities that they hold as trustee or nominee for, or otherwise on account of, another person (a beneficiary); or (b) a parcel held in the holder’s own right; then subsection (2) applies to the holder in relation to each parcel rather than the aggregate of the parcels, provided the holder has, before or at the same time as an acceptance of the offer extended under subsection (2), given a notice complying with subsection (2C) to the bidder in relation to the parcel. (2C) A notice complies with this subsection in relation to a parcel of securities if the notice is signed by the holder of the securities and states: (a) as applicable: (i) that the holder holds the parcel in their own right; or (ii) where the parcel is held by the holder as trustee or nominee for, or otherwise on account of, one or more beneficiaries—the name and address of each beneficiary; and (b) if the holder holds the parcel as trustee or nominee for, or otherwise on account of, one or more beneficiaries—the date (and if that date is the same as the date the bid was publicly proposed—the time of day) the holder reasonably believes each beneficiary acquired a beneficial interest in the parcel; and (c) if the holder holds the parcel in their own right—the date (and if that date is the same as the date the bid was publicly proposed—the time of day) the holder acquired a legal interest in the parcel. (2D) In subsection (2A): minimum parcel, in relation to quoted securities, means: (a) if a “marketable parcel” or “minimum parcel” is defined in the rules governing the operation of the relevant prescribed financial market on which the securities are quoted—a marketable parcel or minimum parcel as defined in those rules; (b) 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.”;