Document ID: chunk:federal_register_of_legislation:C2004A03309:body:0:p10
Version: federal_register_of_legislation:C2004A03309
Segment Type: other
Provision Reference: 
Character Range: 22003–24631

inserted in Part III:

Constituent documents of a company may require a resolution approving certain acquisitions of shares in the company
"31a. (1) In this section—
'relevant day', in relation to a take-over scheme, means the day that is 14 days before the end of the period during which the offers under the take-over scheme remain open;
'take-over approval provisions', in relation to a company, means provisions of the kind referred to in sub-section (2) that are contained in the constituent documents of the company.
"(2) Subject to this section and section 31b, the constituent documents of a company may contain provisions to the effect that, where offers have been made under a take-over scheme in accordance with sub-paragraph 16 (2) (a) (ii) in respect of shares included in a class of shares in the company (whether the first offer under the take-over scheme was made before, at, or at any time after, the commencement of Part II of the Companies and Securities Legislation Amendment Act 1986)—
(a) the registration of a transfer giving effect to a contract resulting from the acceptance of an offer made under the take-over scheme is prohibited unless and until a resolution (in this sub-section referred to as a 'prescribed resolution') to approve the take-over scheme is passed in accordance with the provisions;
(b) a person (other than the offeror or a person associated with the offeror) who, as at the end of the day on which the first offer under the take-over scheme was made, held shares included in that class is entitled to vote on a prescribed resolution and, for the purposes
of so voting, is entitled to one vote for each of the last-mentioned shares;
(c) a prescribed resolution shall be voted on in whichever of the following ways is specified in the provisions:
(i) at a meeting, convened and conducted by the company, of the persons entitled to vote on the resolution;
(ii) by means of a postal ballot conducted by the company in accordance with a procedure set out in the provisions,
or, if the provisions so provide, in whichever of those ways is determined by the directors of the company; and
(d) a prescribed resolution, being a resolution that has been voted on, shall be taken to have been passed if the proportion that the number of votes in favour of the resolution bears to the total number of votes on the resolution is greater than such proportion (not exceeding one-half) as is specified in the provisions, and otherwise shall be taken to have been rejected.
"(3) Except in so far as the constituent documents of a company otherwise provide, the provisions (whether of a law or of the