51ABZZLSurprise hostile takeovers

51ABZZL Surprise hostile takeovers

(1) Subject to subsection (6), this section applies in relation to a notification of an acquisition of shares in the capital of a body corporate if:

(a) the body corporate is a Chapter 6 entity; and

(b) the acquisition is a takeover acquisition in relation to a proposed takeover bid; and

(c) the proposed bid has not been publicly proposed; and

(d) when the notifying party makes the notification of the acquisition, the notifying party requests the Commission, in writing, to apply this section to the notification.

(2) A request made under paragraph (1)(d) must state:

(a) that the bidder (within the meaning of the Corporations Act 2001) for the proposed takeover bid intends that the bid will be a bid to which paragraphs (c) and (d) of item 2 of the table in section 611 of the Corporations Act 2001 will apply; and

(b) that the bidder has not:

(i) entered into an agreement with the board of the target (within the meaning of that Act) in relation to the proposed bid; or

(ii) obtained the board’s support for the proposed bid; and

(c) that, if the Commission:

(i) does not decide that the notification is to be subject to phase 2 review; and

(ii) makes a determination under paragraph 51ABZE(1)(a) of this Act in respect of the notification;

the bidder will give a bidder’s statement (within the meaning of the Corporations Act 2001) to the target within 1 business day after the day the Commission gives the notifying party written notice of the determination under subsection 51ABZE(4) of this Act.

(3) The Commission must not include information or documents on the acquisitions register in relation to the notification before the 17th business day after the effective notification date of the notification.

(4) Furthermore, the Commission must not include information or documents on the acquisitions register in relation to the notification at all if, before that 17th business day, the Commission decides under section 51ABZD to cease considering the notification.

Commission may determine that this section does not apply

(5) The Commission may, at any time occurring:

(a) after the notifying party makes the request under paragraph (1)(d); and

(b) on or before the 15th business day after the effective notification date of the notification;

determine, in writing, that this section does not apply to the notification, if the Commission is satisfied that:

(c) the bid is not, or is not likely to be, a bid to which paragraphs (c) and (d) of item 2 of the table in section 611 of the Corporations Act 2001 apply; or