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CORPORATIONS ACT 2001 No. 50, 2001 - SECT 621
(1) A bidder making an off-market bid for
securities may offer any form of consideration for the securities, including:
- a cash sum; or
- securities (including shares, debentures, interests in a managed
investment scheme or options); or
- a combination of a cash sum and securities.
- Note: Sections 650B and 651A deal with variations of the consideration
offered under the bid.
Market bidcash only
(2) As the offers under a market bid for securities
are made through the stock market of a securities exchange, the bidder must
offer to acquire the securities for a cash sum only for each security.
Section 649B deals with variations of the consideration offered under the
All bidsminimum consideration if bidder purchased securities in the 4
months before the bid
(3) The consideration offered for securities in the bid
class under a takeover bid must equal or exceed the maximum consideration that
the bidder or an associate provided, or agreed to provide, for a security in
the bid class under any purchase or agreement during the 4 months before the
date of the bid.
(4) For the purposes of subsection (3), the consideration offered or
provided for a security is:
- if the consideration offered or provided is
a cash sum onlythe amount of that cash sum; or
- if the consideration offered or provided does not include a cash
sumthe value of that consideration; or
- if the consideration offered or provided is a cash sum and other
considerationthe sum of the amount of the cash sum and the value of the
The value of consideration that is not a cash sum is to be ascertained as at
the time the relevant offer, purchase or agreement is made.
- a person agrees to buy a security in a company; and
- the agreement provides that the price payable for the security is a price
specified in the agreement but may be varied in accordance with the terms of
any variation in price under the agreement is to be disregarded in working
out, for the purposes of subsection (3), the price agreed to be paid for
the security under the agreement.
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