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CORPORATIONS ACT 2001 No. 50, 2001 - SECT 664A
Threshold for general compulsory acquisition power
90% holderholder of 90% of securities in particular class
(1) A person
is a 90% holder in relation to a class of securities of a company if the
person holds, either alone or with a related body corporate, full beneficial
interests in at least 90% of the securities (by number) in that class.
holderholder with 90% voting power and 90% of whole company or scheme
(2) A person is also a 90% holder in relation to a class of securities of a
- the securities in the class are shares or convertible into
- the person's voting power in the company is at least 90%; and
- the person holds, either alone or with a related body corporate, full
beneficial interests in at least 90% by value of all the securities of the
company that are either shares or convertible into shares.
- Note: Subsection 667A(2) provides that the expert's report that accompanies
the compulsory acquisition notice must support the paragraph (c)
90% holder may acquire remainder of securities in class
(3) Under this
section, a 90% holder in relation to a class of securities of a company may
compulsorily acquire all the securities in that class in which neither the
person nor any related bodies corporate has full beneficial interests if
- the holders of securities in that class (if any) who have
objected to the acquisition between them hold less than 10% by value of those
remaining securities at the end of the objection period set out in the notice
under paragraph 664C(1)(b); or
- the Court approves the acquisition under section 664F.
If subsection (2) applies to the 90% holder, the holder may compulsorily
acquire securities in a class only if the holder gives compulsory acquisition
notices in relation to all classes of shares and securities convertible into
shares of which they do not already have full beneficial ownership.
- Note: Subsection 92(3) defines securities for the purposes of this Chapter.
(4) This section has effect despite anything in the constitution of the
company whose securities are to be acquired.
(5) This Part does not apply to shares that give the shareholder, as a
shareholder, a right to occupy or use real property that the company owns or
holds under lease, whether the right is a lease or licence or a contractual
(6) The 90% holder's power to compulsorily acquire securities under a notice
given under section 664C ends if the 90% holder contravenes
section 664D by offering benefits outside the terms proposed in the
compulsory acquisition notice under section 664C.
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