ASIC Corporations (Replacement Bidder’s and Target’s Statements) Instrument 2023/688
made under subsection 655A(1) of the Corporations Act 2001
Compilation No. 1
Compilation date: 10/08/2024
Includes amendments up to: F2024L00984
ASIC Corporations (Replacement Bidder’s and Target’s Statements) Instrument 2023/688
made under subsection 655A(1) of the Corporations Act 2001
Compilation No. 1
Compilation date: 10/08/2024
Includes amendments up to: F2024L00984
About this compilation
This compilation
This is a compilation of the ASIC Corporations (Replacement Bidder’s and Target’s Statements) Instrument 2023/688 that shows the text of the law as amended and in force on 10/08/2024 (the compilation date).
The notes at the end of this compilation (the endnotes) include information about amending laws and the amendment history of provisions of the compiled law.
Uncommenced amendments
The effect of uncommenced amendments is not shown in the text of the compiled law. Any uncommenced amendments affecting the law are accessible on the Register (www.legislation.gov.au). The details of amendments made up to, but not commenced at, the compilation date are underlined in the endnotes. For more information on any uncommenced amendments, see the Register for the compiled law.
Application, saving and transitional provisions for provisions and amendments
If the operation of a provision or amendment of the compiled law is affected by an application, saving or transitional provision that is not included in this compilation, details are included in the endnotes.
Modifications
If the compiled law is modified by another law, the compiled law operates as modified but the modification does not amend the text of the law. Accordingly, this compilation does not show the text of the compiled law as modified. For more information on any modifications, see the Register for the compiled law.
Self‑repealing provisions
If a provision of the compiled law has been repealed in accordance with a provision of the law, details are included in the endnotes.
Contents
1 Name of legislative instrument
5 Changes to a bidder’s or target’s statement between lodgment and dispatch
1 Name of legislative instrument
This is the ASIC Corporations (Replacement Bidder’s and Target’s Statements) Instrument 2023/688.
This instrument is made under subsection 655A(1) of the Corporations Act 2001.
In this instrument:
Act means the Corporations Act 2001.
5 Changes to a bidder’s or target’s statement between lodgment and dispatch
Chapter 6 of the Act applies to all persons as if the Chapter were modified or varied as follows:
(a) omit item 6 in the table in subsection 633(1), substitute:
“6 | The bidder must: (a) if the bidder is not eligible to rely on section 633A—send the bidder’s statement and offers to each person (other than the bidder) who, as at the date set by the bidder under subsection (2), holds: • securities in the bid class; or • if the bid extends to securities that come to be in the bid class due to the conversion of or exercise of rights attached to other securities or derivatives (see subsection 617(2))–the other securities or derivatives; |
For subitem (a), to be done: (a) within a 3 day period; and (b) within 14—28 days after the bidder’s statement is sent to the target. The directors of the target may agree that the offers and accompanying documents be sent earlier. See also subsections (5) and (6). Item 2 of the table in section 611 covers offers made by the bidder on-market during the period between the lodgment of the bidder’s statement and the making of offers under the bid. Sections 648B and 648C provide for the manner in which documents may be sent to holders. |
| Or: (b) if the bidder is eligible to rely on section 633A—send the replacement bidder’s statement and offers to each person (other than the bidder) who, as at the date set by the bidder under subsection (2), holds: • securities in the bid class; or • if the bid extends to securities that come to be in the bid class due to the conversion of or exercise of rights attached to other securities or derivatives (see subsection 617(2))–the other securities or derivatives. In either case, the offers must be made on the terms set out in the original bidder’s statement and the offer document lodged with ASIC under item 2. | For subitem (b), to be done: (a) within a 3 day period; and (b) within 14—28 days after the bidder becomes eligible to rely on section 633A unless one of the following subparagraphs apply in which case it may be done less than 14 days after the bidder becomes eligible to rely on that section: (i) the target agrees in writing, where that agreement has been approved in any of the ways a target’s statement must be approved under subsection 639(1); (ii) ASIC agrees in writing; or (iii) all changes to the bidder’s statement reflect a change in the valuation of securities offered as bid consideration since the day that the bidder lodged the original bidder’s statement.”; |
(b) omit item 12 in the table in subsection 633(1), substitute:
“12 | The target must: (a) if the target is not eligible to rely on section 633B—send a copy of the target’s statement (and any accompanying report) to each person who, as at the date set by the bidder under subsection (2), holds: • securities in the bid class; or • if the bid extends to securities that come to be in the bid class due to the conversion of or exercise of rights attached to other securities or derivatives (see subsection 617(2))–the other securities or derivatives; |
For each of subitem (a) and (b), to be done: (a) no earlier than the day on which the target sends the target's statement to the bidder; and (b) no later than 15 days after the target receives a notice that all offers have been sent as required by item 6.
|
| or: (b) if the target is eligible to rely on section 633B—send a copy of the replacement target’s statement (and any accompanying report) to each person who, as at the date set by the bidder under subsection (2), holds: • securities in the bid class; or • if the bid extends to securities that come to be in the bid class due to the conversion of or exercise of rights attached to other securities or derivatives (see subsection 617(2))–the other securities or derivatives; |
Sections 648B and 648C provide for the manner in which documents may be sent to holders.”; ”; |
(c) after section 633 insert:
“633A Off-market bid–Replacement bidder’s statement
(1) This section applies to an off-market bid before the bidder’s statement has been sent to any holder of bid class securities.
(2) For the purposes of subitem 6(b) of the table in subsection 633(1), a bidder is eligible to rely on this section if the bidder, no later than the time allowed for sending the original bidder’s statement to persons holding bid class securities under subitem 6(a) of the table in subsection 633(1):
(a) lodges with ASIC; and
(b) sends to the target; and
(c) if the bid class securities are quoted and the target is listed—sends to the operator of each prescribed financial market on which the target’s securities are quoted;
a replacement bidder’s statement and a copy of that replacement bidder’s statement marked to show all changes from the original bidder’s statement.
(3) In this section and subsection 633(1):
replacement bidder’s statement means a bidder’s statement that:
(a) incorporates all the substantive information in an original bidder’s statement and in each supplementary bidder’s statement that was lodged in relation to the original bidder’s statement before, or at the same time as, the time when the replacement bidder’s statement is lodged with ASIC; and
(b) explains that it replaces the original bidder’s statement and each supplementary statement and states the date or dates that the original bidder’s statement and each supplementary statement were lodged with ASIC; and
(c) bears a date that is the same as the date that it is lodged with ASIC; and
(d) sets out or reflects offers under the bid that are on the same terms as those set out in the original bidder’s statement and offer document (if any) lodged with ASIC under item 2 of the table in subsection 633(1).”;
(d) after section 633A insert:
“633B Off-market bid–Replacement target’s statement
(1) This section applies to an off-market bid before the target’s statement has been sent to any holder of bid class securities.
(2) For the purposes of subitem 12(b) of the table in subsection 633(1), a target is eligible to rely on this section if the target, no later than the time allowed for sending the original target’s statement to persons holding bid class securities under subitem 12(a) of the table in subsection 633(1):
(a) lodges with ASIC; and
(b) sends to the bidder; and
(c) if the bid class securities are quoted and the target is listed—sends to the operator of each prescribed financial market on which the target’s securities are quoted;
a replacement target’s statement and a copy of that replacement target’s statement marked to show all changes from the original target’s statement.
(3) In this section and subsection 633(1):
replacement target’s statement means a target’s statement that:
(a) incorporates all the substantive information in an original target’s statement and in each supplementary target’s statement that was lodged in relation to the original target’s statement before, or at the same time as, the time when the replacement target’s statement is lodged with ASIC; and
(b) explains that it replaces the original target’s statement and each supplementary statement and states the date or dates that the original target’s statement and each supplementary statement were lodged with ASIC; and
(c) bears a date that is the same as the date that it is lodged with ASIC.”;
(e) omit item 6 in the table in subsection 635(1), substitute:
“6 | The bidder must: (a) if the bidder is not eligible to rely on subsection 635A—send to each holder of bid class securities (other than the bidder): • a copy of the bidder’s statement; and • a copy of any other document that was sent with the bidder’s statement to the relevant market operator; |
For subitem (a), within 14 days after the announcement is made. |
| or: (b) if the bidder is eligible to rely on section 635A—send to each holder of bid class securities (other than the bidder): • a copy of the replacement bidder’s statement; and • a copy of any other document that was sent with the replacement bidder’s statement to the relevant market operator. |
For subitem (b), within 14 days after the bidder is eligible to rely on section 635A. Sections 648B and 648C provide for the manner in which documents may be sent to holders.”; |
(f) omit item 13 in the table in subsection 635(1), substitute:
“13 | The target must: (a) if the target is not eligible to rely on subsection 635B—send each holder of bid class securities: • a copy of the target’s statement; and • a copy of any other document that was sent with the target’s statement to the relevant market operator; |
For each of subitem (a) and (b), no later than the last date for the bidder to send the bidder’s statement under item 6(a), or the replacement bidder’s statement under item 6(b) as applicable.
|
| or: (b) if the target is eligible to rely on subsection 635B—send each holder of bid class securities: • a copy of the replacement target’s statement; and • a copy of any other document that was sent with the replacement target’s statement to the relevant market operator. |
Sections 648B and 648C provide for the manner in which documents may be sent to holders.”; |
(g) omit item 14 in the table in subsection 635(1), substitute:
“14 | The bidder must make offers for the securities under the bid through the relevant financial market. | To be done on the next day after the date referred to in item 13. If the bidder does not make the offers at that time, the bidder contravenes this section. Item 2 of the table in section 611 covers offers made by the bidder on market during the period between the announcement and the making of the offers under the bid.”; |
(h) after section 635 insert:
“635A Market bid–Replacement bidder’s statement
(1) This section applies to a market bid before the bidder’s statement has been sent to any holder of bid class securities.
(2) For the purposes of subitem 6(b) of the table in subsection 635(1), a bidder is eligible to rely on this section if the bidder, no later than the time allowed for sending the original bidder’s statement to persons holding bid class securities under subitem 6(a) of the table in subsection 635(1):
(a) lodges with ASIC; and
(b) sends to the target; and
(c) sends to the operator of each prescribed financial market on which the target’s securities are quoted;
a replacement bidder’s statement and a copy of that replacement bidder’s statement marked to show all changes from the original bidder’s statement.
(3) In this section and in subsection 635(1):
replacement bidder’s statement means a bidder’s statement that:
(a) incorporates all the substantive information in an original bidder’s statement and in each supplementary bidder’s statement that was lodged in relation to the original bidder’s statement before, or at the same time as, the time when the replacement bidder’s statement is lodged with ASIC; and
(b) explains that it replaces the original bidder’s statement and each supplementary statement and states the date or dates that the original bidder’s statement and each supplementary statement were lodged with ASIC; and
(c) bears a date that is the same as the date that it is lodged with ASIC; and
(d) sets out or reflects offers under the bid that are on the same terms as those set out in the original bidder’s statement and offer document (if any) lodged with ASIC under item 5 of the table in subsection 635(1).”;
(i) after section 635A insert:
“635B Market bid–Replacement target’s statement
(1) This section applies to a market bid before the target’s statement has been sent to any holder of bid class securities.
(2) For the purposes of subitem 13(b) of the table in subsection 635(1), a target is eligible to rely on this section if the target, no later than the time allowed for sending the original target’s statement to persons holding bid class securities under subitem 13(a) of the table in subsection 635(1):
(a) lodges with ASIC; and
(b) sends to the bidder; and
(c) sends to the operator of each prescribed financial market on which the target’s securities are quoted;
a replacement target’s statement and a copy of that replacement target’s statement marked to show all changes from the original target’s statement.
(3) In this section and in subsection 635(1):
replacement target’s statement means a target’s statement that:
(a) incorporates all the substantive information in an original target’s statement and in each supplementary target’s statement that was lodged in relation to the original target’s statement before, or at the same time as, the time when the replacement target’s statement is lodged with ASIC; and
(b) explains that it replaces the original target’s statement and each supplementary statement and states the date or dates that the original target’s statement and each supplementary statement were lodged with ASIC; and
(c) bears a date that is the same as the date that it is lodged with ASIC.”;
(j) omit subsection 647(3) (excluding the note), substitute:
“(3) A bidder or target must do the following in relation to a supplementary statement:
(a) for a supplementary bidder’s statement—the bidder must as soon as practicable:
(i) lodge the supplementary statement with ASIC; and
(ii) if the bid class securities are quoted and the target is listed—send the supplementary statement to the operator of each prescribed financial market on which the target’s securities are quoted; and
(iii) if the bid is an off-market bid, the bid class securities are not quoted and the bidder has sent a bidder’s statement under item 6 of the table in subsection 633(1) or item 6 of the table in subsection 635(1)—send the supplementary statement to all holders of bid class securities who have not accepted an offer under the bid.
(b) for a supplementary target’s statement—the target must as soon as practicable:
(i) lodge the supplementary statement with ASIC; and
(ii) if the bid class securities are quoted and the target is listed—send the supplementary statement to the operator of each prescribed financial market on which the target’s securities are quoted; and
(iii) if the bid is an off-market bid and the bid class securities are not quoted—send the supplementary statement to all holders of bid class securities who have not accepted an offer under the bid.”.
The endnotes provide information about this compilation and the compiled law.
The following endnotes are included in every compilation:
Endnote 1—About the endnotes
Endnote 2—Abbreviation key
Endnote 3—Legislation history
Endnote 4—Amendment history
Abbreviation key—Endnote 2
The abbreviation key sets out abbreviations that may be used in the endnotes.
Legislation history and amendment history—Endnotes 3 and 4
Amending laws are annotated in the legislation history and amendment history.
The legislation history in endnote 3 provides information about each law that has amended (or will amend) the compiled law. The information includes commencement details for amending laws and details of any application, saving or transitional provisions that are not included in this compilation.
The amendment history in endnote 4 provides information about amendments at the provision (generally section or equivalent) level. It also includes information about any provision of the compiled law that has been repealed in accordance with a provision of the law.
Misdescribed amendments
A misdescribed amendment is an amendment that does not accurately describe how an amendment is to be made. If, despite the misdescription, the amendment can be given effect as intended, then the misdescribed amendment can be incorporated through an editorial change made under section 15V of the Legislation Act 2003.
If a misdescribed amendment cannot be given effect as intended, the amendment is not incorporated and “(md not incorp)” is added to the amendment history.
ad = added or inserted | orig = original |
am = amended | par = paragraph(s)/subparagraph(s) |
amdt = amendment | /sub‑subparagraph(s) |
c = clause(s) | pres = present |
C[x] = Compilation No. x | prev = previous |
Ch = Chapter(s) | (prev…) = previously |
def = definition(s) | Pt = Part(s) |
Dict = Dictionary | r = regulation(s)/rule(s) |
disallowed = disallowed by Parliament | reloc = relocated |
Div = Division(s) | renum = renumbered |
exp = expires/expired or ceases/ceased to have | rep = repealed |
Effect | rs = repealed and substituted |
F = Federal Register of Legislation | s = section(s)/subsection(s) |
gaz = gazette | Sch = Schedule(s) |
LA = Legislation Act 2003 | Sdiv = Subdivision(s) |
LIA = Legislative Instruments Act 2003 | SLI = Select Legislative Instrument |
(md not incorp) = misdescribed amendment | SR = Statutory Rules |
cannot be given effect | Sub‑Ch = Sub‑Chapter(s) |
mod = modified/modification | SubPt = Subpart(s) |
No. = Number(s) | underlining = whole or part not |
o = order(s) | commenced or to be commenced |
Ord = Ordinance |
|
Name | Registration | Commencement | Application, saving and transitional provisions |
ASIC Corporations (Replacement Bidder’s and Target’s Statements) Instrument 2023/688 | 27/09/2023 (see F2023L01308) | 28/09/2023 |
|
ASIC Corporations (Amendment) Instrument 2024/664 | 09/08/2024 (see F2024L00984) | 10/08/2024 |
|
Provision affected | How affected |
section 2 | rep. s48D LA |
section 5 | am. 2024/664 |