Variation to be made by notice to the target and holders

(1) To vary offers under an off-market bid, the bidder must:

(a)

prepare a notice that:

(i)

sets out the terms of the proposed variation; and

(ii)

if the bid is subject to a defeating condition and the proposed variation postpones for more than 1 month the time by which the bidder must satisfy their obligations under the bid—informs people about the right to withdraw acceptances under section 650E; and

(b)

lodge the notice with ASIC; and

(c)

after the notice is lodged, give the notice to:

(i)

the target; and

(ii)

everyone to whom offers were made under the bid.

Note: Sections 648B and 648C provide for the manner in which documents may be sent to holders.

(2) A person must be sent a copy of the notice under subparagraph (1)(c)(ii) even if they have already accepted the offer. However, they need not be sent a copy if:

(a)

the variation merely extends the offer period; and

(b)

the bid is not subject to a defeating condition at the time the notice is given to the target.

(3) A notice under subsection (1) must be signed by:

(a)

if the bidder is, or includes, an individual—the individual; and

(b)

if the bidder is, or includes, a body corporate with 2 or more directors—not fewer than 2 of the directors who are authorised to sign the notice by a resolution passed at a directors' meeting; and

(c)

if the bidder is, or includes, a body corporate that has only one director—that director.

(4) A copy of a notice given to a person under subparagraph (1)(c)(ii) must include a statement that:

(a)

a copy of the notice was lodged with ASIC on a specified date; and

(b)

ASIC takes no responsibility for the contents of the notice.