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CORPORATIONS ACT 2001 - SECT 664D

Benefits outside compulsory acquisition procedure

             (1)  If the 90% holder gives a notice under section 664C to compulsorily acquire securities, the 90% holder or an associate must not offer, give or agree to give a benefit to a person during the objection period if:

                     (a)  the benefit is likely to induce the person, or an associate of the person, to:

                              (i)  dispose of securities in that class; or

                             (ii)  not object to the acquisition of those securities under the notice; and

                     (b)  the benefit is not provided for in the notice.

             (2)  If the 90% holder proposes to give a notice under section 664C to acquire securities within the next 4 months, the 90% holder or an associate must not offer, give or agree to give a benefit to a person if:

                     (a)  the benefit is likely to induce the person, or an associate of the person, to:

                              (i)  dispose of securities in that class; or

                             (ii)  not object to the acquisition of those securities under the notice; and

                     (b)  the benefit is not proposed to be provided for in the notice.

             (3)  If the 90% holder gives a notice under section 664C to compulsorily acquire securities, the 90% holder or an associate must not give a benefit to a person:

                     (a)  within 1 month after the end of the objection period (see subsection 664F(2)); or

                     (b)  during any proceedings by the Court to determine an application under subsection 664F(1) by the 90% holder;

if:

                     (c)  the benefit is likely to induce the person, or an associate of the person, to:

                              (i)  not object, or pursue an objection, to the acquisition of those securities under the notice; or

                             (ii)  dispose of securities in that class; and

                     (d)  the benefit is not offered to all holders of securities in that class under the notice.

          (3A)  An offence based on subsection (1), (2) or (3) is an offence of strict liability.

Note:          For strict liability , see section 6.1 of the Criminal Code .

             (4)  This section does not prohibit simultaneous notices under section 664C to compulsorily acquire different classes of securities in the company.



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