right to be bought out Notice to holders of convertible securities
(1) The
100% holder must:
- (a)
- prepare a notice in the prescribed form that:
- (i)
- states that the person giving the notice has acquired all the securities
in the main class; and
- (ii)
- sets out the information that was included in the compulsory acquisition
notice given in relation to securities in the main class under paragraphs
664C(1)(d) and (e); and
- (iii)
- sets out the cash sum for which they are willing to acquire the
convertible securities; and
- (iv)
- informs the holder of convertible securities about their right to be
bought out under this Part; and
- (b)
- lodge the notice with ASIC; and
- (c)
- give each other person who is a holder of convertible securities on the
day on which the notice is lodged with ASIC:
- (i)
- the notice; and
- (ii)
- a copy of the expert's report, or all experts' reports, under
section 667A; and
- (d)
- give a copy of the documents to the company that issued the securities;
and
- (e)
- give a copy of the documents to each relevant securities exchange on the
same day as it is lodged with ASIC if the company is listed.
- Note 1: Subparagraph (a)(iv)Section 667A deals with the
contents of an expert's report.
Note 2: The notice is to be given to everyone who holds convertible securities
on the day on which the notice is lodged with ASIC. Under section 665C,
anyone who holds the securities after that day may require the 100% holder to
acquire the securities.
Time for dispatching notice to holders
(2) The 100% holder must dispatch the
notices and reports under paragraph (1)(c):
- (a)
- within 1 month after
they become the 100% holder; and
- (b)
- on the day the 100% holder lodges the notice with ASIC or on the next
business day.
The notices cannot be withdrawn.
Manner of giving notice to holders
(3) The 100% holder may give the notice or
report to a holder:
- (a)
- personally; or
- (b)
- by sending it by post to the address for the holder in the register of
members, debenture holders or option holders.
A notice or report sent by post is taken to be given 3 days after it is
posted.
(4) The notice may be sent:
- (a)
- if the notice is to be sent to the holder
outside Australiaby pre-paid airmail post or by courier; or
- (b)
- if the notice is to be sent to the holder in Australiaby pre-paid
ordinary post or by courier.
This subsection does not limit the manner in which the document may be sent to
the holder.
- Note: Section 109X makes general provision for service of documents.