SCHEDULE
FORM 1
Regulation 4
AUSTRALIA
Foreign Takeovers Act 1975
NOTICE UNDER SECTION 25
General Directions
1. The person furnishing this Notice must annex to the Notice such
documents
(if any) as are required under regulations 5, 6 and 7 of the Foreign
Takeovers
(Notices) Regulations to be annexed to this Notice.
2. Where, in relation to any matter, the space provided in this Notice is
insufficient to insert the particulars that are required to be included in
this
Notice, the relevant particulars may be included in a schedule appropriately
identified and attached to this Notice.
3. This Notice must be signed in the manner prescribed by regulation 8 of
the
Foreign Takeovers (Notices) Regulations.
---------
To the Treasurer,
In pursuance of section 25 of the Foreign Takeovers Act 1975, notice is
hereby given that-
(a) (Insert full name of person giving notice), being the person
particulars
in relation to whom are set out in Part I of this Notice,
-proposes (or has an option or proposes to acquire an option) to acquire
shares in (Insert name of corporation in which person giving notice proposes
to
acquire shares), being the corporation particulars in relation to which are
set
out in Part II of this Notice.
or
-proposes (or has an option or proposes to acquire an option) to acquire
assets of an Australian business carried on by (Insert name of person who
carries on Australian business), being the person particulars in relation to
whom are set out in Part II of this Notice.
or
-proposes to enter into an agreement with (Insert name of other party to
agreement) in relation to the affairs of (Insert name of Australian
corporation
to the affairs of which the agreement relates), being the corporation
particulars in relation to which are set out in Part II of this Notice.
or
-proposes to enter into an agreement in relation to that person's affairs
with (Insert name of other party to agreement), being the person particulars
of
whom are set out in Part II of this Notice.
or
-proposes to enter into an arrangement (or to terminate an arrangement
entered into) with (Insert name of other party to arrangement), being the
person particulars in relation to whom are set out in Part II of this Notice,
in
relation to an Australian business carried on by (Insert name of person by
whom
Australian business is carried on).
or
-proposes to issue shares.
or
(b) it is proposed to alter a constituent document of (Insert name of
corporation a constituent document of which is to be altered), being the
corporation particulars in relation to which are set out in Part I of this
Notice.
Particulars relating to the relevant shares (or assets, or agreement, or
arrangement, or issue of shares, or constituent document) are set out in Part
III of this Notice.
The particulars specified below in so much of Parts I, II and III of this
Notice as is applicable in accordance with the directions relating to those
Parts are true and correct.
(Signature and full name of natural person giving notice (or his Australian
agent if that person is not ordinarily resident in Australia) or person
authorized in writing by corporation giving notice to sign this notice for
and
on behalf of the corporation)
PART I
PARTICULARS RELATING TO PERSON GIVING NOTICE
Directions relating to Part I
1. Division 1 of this Part is to be completed where the person giving
notice
is a natural person.
2. Division 2 of this Part is to be completed where the person giving
notice
is a corporation.
DIVISION 1
PARTICULARS RELATING TO NATURAL PERSON GIVING NOTICE
------------------------------------------------------------------------------
-- Surname
Given names
State, Territory or country where ordinarily resident
Permanent address in State, Territory or country of residence
Address for service in Australia
State or Territory
Postcode Telephone No.
Particulars of Australian agent (if any):
Surname
Given names
Address
State or Territory
Postcode Telephone No.
DIVISION 2
PARTICULARS RELATING TO CORPORATION GIVING NOTICE
Directions relating to Division 2
1. Section A is to be completed where the corporation is a foreign
corporation.
2. Section B is to be completed where the corporation is an Australian
corporation.
Section A-Particulars relating to foreign corporation
Name of corporation
Place of incorporation
Address of Head Office
Address for service in Australia
State or Territory
Postcode Telephone No.
Particulars of corporation's *agent (or principal officer) in Australia:
Surname
Given names
Title of principal officer
Address
State or Territory
Postcode Telephone No.
*(Delete whichever is inapplicable)
------------------------------------------------------------------------------
--
Section B-Particulars relating to Australian Corporation
Name of corporation
State or Territory where incorporated
Address of registered office in that State or Territory
Address for service
State or Territory
Postcode Telephone No.
Particulars of officer with whom any communication in relation to this Notice
may be made:
Surname
Given names
Title
Telephone No.
PART II
PARTICULARS RELATING TO PERSONS OTHER THAN PERSON GIVING NOTICE
Directions relating to Part II
1. Where the person giving notice states that the person proposes to
acquire
shares in a corporation, Division 2 of this Part is to be completed in
relation
to that corporation.
2. Where the person giving notice states that the person proposes to
acquire
the assets of an Australian business-
(a) if the person carrying on the Australian business is a natural
person-Division 1 of this Part is to be completed in relation to that natural
person; or
(b) if the person carrying on the Australian business is a
corporation-Division 2 of this Part is to be completed in relation to that
corporation.
3. Where the person giving notice states that the person proposes to enter
into an agreement in relation to the affairs of an Australian corporation
(not
being the person giving notice) that carries on an Australian business,
Division 2 of this Part is to be completed in relation to that corporation.
4. Where the person giving notice, being an Australian corporation that
carries on an Australian business, states that it proposes to enter into an
agreement with another person in relation to the affairs of the corporation-
(a) if that other person is a natural person-Division 1 of this Part is to
be completed in relation to that natural person; or
(b) if that other person is a corporation-Division 2 of this Part is to be
completed in relation to that corporation.
5. Where the person giving notice states that the person proposes to enter
into an arrangement, or terminate an arrangement entered into, with another
person in relation to an Australian business carried on by that other person-
(a) if that other person is a natural person-Division 1 of this Part is to
be completed in relation to that natural person; or
(b) if that other person is a corporation-Division 2 of this Part is to be
completed in relation to that corporation.
6. Where the person giving notice, being a person carrying on an Australian
business, states that the person proposes to enter into an arrangement, or
terminate an arrangement entered into, with another person in relation to the
Australian business carried on by the person giving notice-
(a) if that other person is a natural person-Division 1 of this Part is to
be completed in relation to that natural person; or
(b) if that other person is a corporation-Division 2 of this Part is to be
completed in relation to that corporation.
7. This Part need not be completed where a corporation giving notice states
that-
(a) it proposes to issue shares; or
(b) it is proposed to alter a constituent document of the corporation.
DIVISION 1
PARTICULARS RELATING TO NATURAL PERSON
Surname
Given names
State, Territory or country where ordinarily resident
Permanent address in State, Territory or country of residence
DIVISION 2
PARTICULARS RELATING TO CORPORATION
Name of corporation
State, Territory or country where incorporated
Address of registered or head office in that State, Territory or country
PART III
PARTICULARS RELATING TO RELEVANT SHARES, ASSETS, AGREEMENT, ARRANGEMENT
OR CONSTITUENT DOCUMENT
Directions relating to Part III
1. Where the person giving notice states that the person proposes (or has
an
option, or proposes to acquire an option) to acquire shares in the
corporation
referred to in Division 2 of Part II, Division 1 of this Part is to be
completed.
2. Where the person giving notice states that the person proposes (or has
an
option, or proposes to acquire an option) to acquire assets of an Australian
business carried on by the person referred to in Division 1 or 2 of Part II,
Division 2 of this Part is to be completed.
3. Where-
(a) the person giving notice states that the person proposes to enter into
an agreement in relation to the affairs of an Australian corporation that
carries
on an Australian business, being the corporation referred to in Division 2 of
Part II; or
(b) the person giving notice, being an Australian corporation that carries
on an Australian business, states that it proposes to enter into an agreement
with
the person referred to in Division 1 or 2 of Part II in relation to the
affairs
of the corporation,
Division 3 of this Part is to be completed.
4. Where-
(a) the person giving notice states that the person proposes to enter into
an arrangement, or terminate an arrangement entered into, with the person
referred
to in Division 1 or 2 of Part II in relation to an Australian business
carried
on by that person referred to in Part II; or
(b) the person giving notice, being a person carrying on an Australian
business, states that the person proposes to enter into an arrangement, or
terminate an arrangement entered into, with the person referred to in Division
1 or 2 of Part II in relation to the Australian business carried on by the
person
giving notice,
Division 4 of this Part is to be completed.
5. Where a corporation giving notice states that it proposes to issue
shares,
Division 5 of this Part is to be completed.
6. Where a corporation giving notice states that it is proposed to alter a
constituent document of the corporation, Division 6 of this Part is to be
completed.
DIVISION 1
PARTICULARS RELATING TO THE SHARES IN THE CORPORATION REFERRED TO IN
DIVISION 2 OF PART II TO WHICH THE PROPOSED ACQUISITION BY THE
PERSON GIVING NOTICE RELATES
Directions relating to Division 1
1. Section A is to be completed where the person giving notice states that
the person proposes to acquire shares in the corporation.
2. Section B is to be completed where the person giving notice states that
the person has an option, or proposes to acquire an option, to acquire shares
in the corporation.
Section A-Particulars relating to shares that the person giving notice
proposes
to acquire
Number of
shares Number of proposed to be Number of votes
Number of shares previously
issued acquired from
a attaching to of that class shares of that proposed new shares of that
already held by class proposed issue of shares Class of shares class the
person to be acquired of that class Section B-Particulars relating to
options to acquire shares that the person
giving notice has or proposes to acquire
-- Number of
shares Number of in a
proposed previously
issued new issue
of Number of shares shares of that shares of that Number of
votes of that class class in
relation class in
relation Class of shares attaching to that the person to which the to
which the to which shares of that has options to person proposes
person proposes option relates class acquire to acquire
options to acquire
options
DIVISION 2
PARTICULARS RELATING TO THE ASSETS OF THE AUSTRALIAN BUSINESS CARRIED
ON BY THE PERSON REFERRED TO IN DIVISION 1 OR 2 OF PART II, TO
WHICH THE PROPOSED ACQUISITION BY THE PERSON GIVING NOTICE RELATES
------------------------------------------------------------------------------
Description and value of assets:
------------------------------------------------------------------------------
DIVISION 3
PARTICULARS RELATING TO THE AGREEMENT THAT THE PERSON GIVING NOTICE
PROPOSES TO ENTER INTO
Directions relating to Division 3
1. Section A is to be completed where the person giving notice is a person
other than the corporation to the affairs of which the proposed agreement
relates.
2. Section B is to be completed where the person giving notice is the
corporation to the affairs of which the proposed agreement relates.
Section A-Particulars relating to agreement that person giving notice
proposes
to enter into in relation to the affairs of the corporation referred to in
Division 2 of Part II
------------------------------------------------------------------------------
Particulars of other party to agreement:
Full name
Address
--
Particulars of proposed agreement:
------------------------------------------------------------------------------
--
Section B-Particulars relating to agreement that the person giving notice,
being the Australian corporation referred to in Division 2 of Part I, proposes
to
enter into with the person referred to in Division 1 or 2 of Part II in
relation to the affairs of the corporation
------------------------------------------------------------------------------
--
Particulars of proposed agreement:
------------------------------------------------------------------------------
--
DIVISION 4
PARTICULARS RELATING TO THE ARRANGEMENT THAT THE PERSON GIVING NOTICE
PROPOSES TO ENTER INTO OR TERMINATE, BEING AN ARRANGEMENT WITH THE
PERSON REFERRED TO IN DIVISION 1 OR 2 OF PART II IN RELATION TO
AN AUSTRALIAN BUSINESS CARRIED ON EITHER BY THE PERSON GIVING NOTICE
OR
BY THE PERSON REFERRED TO IN DIVISION 1 OR 2 OF PART II
------------------------------------------------------------------------------
--
Particulars of the proposed arrangement:
------------------------------------------------------------------------------
--
Description and value of the assets (if any) to which the arrangement
relates:
------------------------------------------------------------------------------
--
DIVISION 5
PARTICULARS RELATING TO THE SHARES THAT THE CORPORATION GIVING NOTICE
PROPOSES TO ISSUE
------------------------------------------------------------------------------
--
Number of shares of
that class that the
corporation
proposes
Class of
shares to issue Voting rights or restrictions attached to
shares of that
class
------------------------------------------------------------------------------
--
------------------------------------------------------------------------------
--
DIVISION 6
PARTICULARS RELATING TO THE CONSTITUENT DOCUMENT THAT IS PROPOSED TO
ALTER, BEING A CONSTITUENT DOCUMENT OF THE CORPORATION GIVING NOTICE
------------------------------------------------------------------------------
--
Description of document to be altered:
------------------------------------------------------------------------------
--
Particulars of alterations-
------------------------------------------------------------------------------
--
Text of parts to be altered
Text of parts to be substituted
--------------------------------------
--------------------------------------
------------------------------------------------------------------------------
--
---------
FORM 2
Regulation 4
AUSTRALIA
Foreign Takeovers Act 1975
NOTICE UNDER SECTION 26
General Directions
1. The person furnishing this Notice must annex to the Notice such
documents
(if any) as are required under regulation 6 of the Foreign Takeovers
(Notices)
Regulations to be annexed to this Notice.
2. Where, in relation to any matter, the space provided in this Notice is
insufficient to insert the particulars that are required to be included in
this
Notice, the relevant particulars may be included in a schedule appropriately
identified and attached to this Notice.
3. This Notice must be signed in the manner prescribed by regulation 8 of
the
Foreign Takeovers (Notices) Regulations.
---------
To the Treasurer,
In pursuance of section 26 of the Foreign Takeovers Act 1975, notice is
hereby given that (Insert name of person giving notice), being the person
particulars
in relation to whom are set out in Part I of this Notice, intends to enter
into
an agreement by virtue of which he is to acquire a substantial shareholding
in
(Insert name of Australian corporation in which person giving notice is to
acquire a substantial shareholding), being the corporation particulars in
relation to which are set out in Part II of this Notice. Particulars relating
to the proposed acquisition are set out in Part III of this Notice.
The particulars specified below in so much of Parts I, II and III of this
Notice as is applicable in accordance with the directions relating to those
Parts are true and correct.
..............................................................................
(Signature and full name of natural person giving notice (or his Australian
agent if that person is not ordinarily resident in Australia) or person
authorized in writing by corporation giving notice to sign this Notice for
and
on behalf of the corporation)
PART I
PARTICULARS RELATING TO PERSON GIVING NOTICE
Directions relating to Part I
1. Division 1 of this Part is to be completed by a natural person giving
notice, being a natural person of the kind referred to in paragraph 26 (1)
(a)
of the Act.
2. Division 2 of this Part is to be completed by a corporation giving
notice,
being a corporation of a kind referred to in paragraph 26 (1) (b) or (c) of
the
Act.
DIVISION 1
PARTICULARS RELATING TO NATURAL PERSON GIVING NOTICE
------------------------------------------------------------------------------
--
Surname
Given names
Country where ordinarily resident
Permanent address in that country
Address for service in Australia
State or Territory
Postcode Telephone No.
------------------------------------------------------------------------------
--
Particulars of Australian agent (if any):
Surname
Given names
Address
State or Territory
Postcode Telephone No.
------------------------------------------------------------------------------
--
DIVISION 2
PARTICULARS RELATING TO CORPORATION GIVING NOTICE
Directions relating to Division 2
1. Section A is to be completed where the corporations is a foreign
corporation.
2. Section B is to be completed where the corporation is an Australian
corporation.
Section A-Particulars relating to foreign corporation
------------------------------------------------------------------------------
--
Name of corporation
Place of incorporation
Address of Head Office
Address for service in Australia
State or Territory
Postcode Telephone No.
------------------------------------------------------------------------------
--
Particulars of corporation's *agent (or principal officer) in Australia
Surname
Given names
Title of principal officer
Address
State or Territory
Postcode Telephone No.
*(Delete whichever is inapplicable)
------------------------------------------------------------------------------
--
Section B-Particulars relating to Australian corporation
------------------------------------------------------------------------------
--
Name of corporation
State or Territory where incorporated
Address of registered office in that State or Territory
Address for service
State or Territory
Postcode Telephone No.
------------------------------------------------------------------------------
--
Particulars of officer with whom any communication in relation to this Notice
may be made:
Surname
Given names
Title
Telephone No.
------------------------------------------------------------------------------
--
PART II
PARTICULARS RELATING TO THE AUSTRALIAN CORPORATION IN WHICH THE
PERSON
GIVING NOTICE IS TO ACQUIRE A SUBSTANTIAL SHAREHOLDING BY VIRTUE OF
THE AGREEMENT IN RELATION TO WHICH NOTICE IS GIVEN
------------------------------------------------------------------------------
--
Name of corporation
State or Territory where incorporated
Address of registered office in that State or Territory
Postcode Telephone No.
------------------------------------------------------------------------------
--
PART III
PARTICULARS RELATING TO THE SHARES IN THE AUSTRALIAN CORPORATION
REFERRED TO IN PART II, BEING SHARES IN WHICH THE PERSON GIVING
NOTICE IS TO ACQUIRE INTERESTS UNDER THE AGREEMENT OR HAS OFFERED
TO
ACQUIRE INTERESTS
Directions relating to Part III
1. Division 1 is to be completed in every case.
2. Division 2 is to be completed where the person giving notice has an
option, or has offered, to acquire shares or interests in shares in the
corporation,
being shares and interests other than those to be acquired by virtue of the
proposed agreement.
DIVISION 1
PARTICULARS RELATING TO SHARES TO WHICH THE PROPOSED AGREEMENT
RELATES
------------------------------------------------------------------------------
--
Number of
shares Number of shares Number of in a proposed of that class
previously
issued new issue
of Number of votes already held by shares of shares of that attaching
to
the person or in that class to class to
which
the shares of that
which the person which the
proposed proposed
Class of shares class has an interest agreement agreement
relates relates
------------------------------------------------------------------------------
--
------------------------------------------------------------------------------
--
DIVISION 2
PARTICULARS RELATING TO SHARES AND INTERESTS IN SHARES (OTHER THAN
SHARES AND INTERESTS TO WHICH THE PROPOSED AGREEMENT RELATES) THAT
THE PERSON GIVING NOTICE HAS AN OPTION, OR HAS OFFERED, TO ACQUIRE
------------------------------------------------------------------------------
--
Particulars
relating to Particulars relating
to
shares included in
a previously issued
shares proposed new
issue
of of that class
shares of that
class -------------------------------------
Number of Number of Number of Number of Number of
shares of shares
that shares
that shares
that shares
that that class
the person
the person
the person
the
person already has
options has
offered has
options has
offered held by
to acquire
to acquire
to acquire
to
acquire Number of
the person or in
which or in
which or in
which or in
which votes or in
which
the person
the person
the person
the
person attaching
the person has
options has
offered has
options has
offered Class of shares to
which to shares
of has an
to acquire
to acquire
to acquire
to
acquire option or offer
relates that class interest interests interests interests
interests