Document ID: chunk:federal_register_of_legislation:F2017C00889:body:0:p2
Version: federal_register_of_legislation:F2017C00889
Segment Type: other
Provision Reference: 
Character Range: 2786–5857

consideration for securities in the bid class under a takeover bid that is less than the minimum consideration required under subsection (3) if the consideration is offered to any of:
                (a) a wholly-owned subsidiary of the bidder;
                (b) where the bidder is a wholly-owned subsidiary—its holding company or the holding company's wholly-owned subsidiaries; or
                (c) a nominee or bare trustee of bid class securities for the bidder or bodies referred to in paragraphs (a) or (b),
            provided that, if the offer is made to a body referred to in paragraphs (a) or (b) or to its nominee or bare trustee—the bidder has first obtained the written consent of the body for it or its nominee or bare trustee to receive the offer, and such consent acknowledges that the value of the consideration being offered is less than the value that would otherwise be required by subsection (3).";
       (c) after subsection 621(4) insert:
            "(4A) Despite subsection (4), if the consideration offered for securities in the bid class under a takeover bid includes quoted securities, the bidder may ascertain the value of the quoted securities as at any time of its choosing within the 5 business days before the date of the bid, provided all of the following are satisfied:
                (a) the quoted securities are valued by calculating the volume weighted average market price of those securities in the ordinary course of trading on the approved financial market during the 2 full trading days before the chosen time;
                (b) the period of trading on which the valuation is based does not start until at least 5 trading days have elapsed after the first day that the bidder has sent a copy of the bidder's statement and offer document:

                   (i) to the target under item 3 of subsection 633(1); and

                   (ii) to each approved financial market on which the target's securities are quoted;

                (c) the bidder's statement required to be sent by item 6 of subsection 633(1) includes the following information:

                   (i) the value of the quoted securities ascertained under paragraph (a);

                   (ii) details of the valuation method required to be applied by paragraph (a), including the trading days on which the valuation is based.

            (4B) For the purposes of subsections (3) to (4A):
approved financial market means:
           (a)   a prescribed financial market; and
           (b)  an approved foreign market (see section 9).
                Note: The definition of approved foreign market is notionally inserted by ASIC Corporations (Definition of Approved Foreign Market) Instrument 2017/669.
            quoted security means a security in a class of securities that is quoted on an approved financial market.".

Endnotes

Endnote 1—Instrument history

Instrument number  Date of FRL registration      Date of commencement  Application, saving or transitional provisions
2015/1068          14/12/2015 (see F2015L01989)  15/12/2017