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CORPORATIONS ACT 2001 No. 50, 2001 - SECT 638
Target's statement content
(1) A target's statement must include all the information
that holders of bid class securities and their professional advisers would
reasonably require to make an informed assessment whether to accept the offer
under the bid. The statement must contain this information:
- only to the
extent to which it is reasonable for investors and their professional advisers
to expect to find the information in the statement; and
- only if the information is known to any of the directors of the target.
(2) In deciding what information should be included under subsection (1),
have regard to:
- the nature of the bid class securities; and
- if the bid class securities are interests in a managed investment
schemethe nature of the scheme; and
- the matters that the holders of bid class securities may reasonably be
expected to know; and
- the fact that certain matters may reasonably be expected to be known to
their professional advisers; and
- the time available to the target to prepare the statement.
(3) A target's statement must contain a statement
by each director of the target:
- recommending that offers under the bid
be accepted or not accepted, and giving reasons for the recommendation; or
- giving reasons why a recommendation is not made.
(4) The statement under subsection (3) must be made by:
- if the
target is under administrationthe liquidator or administrator; or
- if the target has executed a deed of company arrangement that has not yet
terminatedthe deed's administrator.
Consent of person to whom statement attributed
(5) The target's statement may
only include, or be accompanied by, a statement by a person, or a statement
said in the target's statement to be based on a statement by a person, if:
- the person has consented to the statement being included in the target's
statement, or accompanying it, in the form and context in which it is
- the target's statement states that the person has given this consent; and
- the person has not withdrawn this consent before the target's statement is
lodged with ASIC.
(6) The target must keep the consent.
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