Commonwealth Numbered Acts

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 650

650. (1) This section applies where:

   (a)  a takeover offer relating to particular shares (in this section called
the "relevant shares") in a class of shares in a company has been made to a
person under a full takeover scheme; or

   (b)  a takeover offer relating to a proportion of particular shares (in
        this
section also called the "relevant shares") in a class of shares in a company
has been made to a person under a proportional takeover scheme.

(2) If, at any time during the period during which the takeover offer remains
open and before it is accepted, the relevant shares consist of 2 or more
distinct portions, the takeover offer shall be deemed at that time to consist
of separate takeover offers made to the person in relation to, or in relation
to the relevant proportion of, the respective distinct portions of shares.

(3) An acceptance by the person of a takeover offer that is deemed to exist by
virtue of subsection (2) in relation to, or in relation to the relevant
proportion of, a distinct portion of shares is ineffective unless the person
has given to the offeror a written notice stating that the relevant shares
consist of distinct portions and the acceptance specifies the number of shares
in the distinct portion to which the acceptance relates.

(4) If the person purports at a particular time to accept a takeover offer on
the basis that it is a takeover offer that is deemed to exist by virtue of
subsection (2) but the shares in relation to which, or in relation to a
proportion of which, the person purported to accept the takeover offer do not
consist of a distinct portion, the person contravenes this section but the
acceptance is as valid as it would have been if those shares had consisted of
a distinct portion.

(5) For the purposes of this section, where a person who holds particular
shares in a class of shares in a company holds some, but not all, of the
shares on account of a particular person, such of the shares as the
first-mentioned person holds on account of the particular person shall be
taken to constitute a distinct portion of the first-mentioned shares.

(6) For the purposes of this section, where a person holds particular shares
in a class of shares in a company, such (if any) of the shares as the person
does not hold on account of a person shall be taken to constitute a distinct
portion of the first-mentioned shares.

(7) For the purposes of this section:

   (a)  a person who is, or is entitled to be registered as, the holder of
        particular shares shall be taken to hold the shares; and

   (b)  a person who:

        (i)    is entitled to be registered as the holder of particular
               shares; and

        (ii)   holds the person's interest in the shares on account of a
               particular person;
shall be taken to hold the shares on account of the particular person.

(8) For the purposes of this section, where a person holds shares, or an
interest in shares, as trustee for, as nominee for, or otherwise on behalf of
or on account of, a person, the first-mentioned person shall be taken to hold
the shares, or the interest in the shares, as the case may be, on account of
the second-mentioned person.

(9) A person may, at the one time, accept 2 or more takeover offers that are
deemed to exist by virtue of subsection (2) as if they were a single takeover
offer in relation to, or in relation to the relevant proportion of, a distinct
portion of shares.

(10) Where a person accepts a takeover offer that is deemed to exist by virtue
of subsection (2), a corresponding takeover offer shall not, merely because of
the offeror becoming, or becoming entitled to be registered as, the holder of
any of the relevant shares as a result of the acceptance, be deemed by virtue
of paragraph 649 (d) to have been made to the person.