Document ID: chunk:federal_register_of_legislation:C2004A04041:section:1990:p159
Version: federal_register_of_legislation:C2004A04041
Segment Type: section
Provision Reference: s 1990 (pt 159/212)
Character Range: 417536–420153

ordinary shares that the company issued during that period;

'Cancelled shares' means the aggregate nominal value of all ordinary shares in the company that were cancelled during that period otherwise than by force of subsection 206pc (1).

Takeover aspects of proposed resolution

"206bf. (1) A notice that sets out the intention to propose a resolution of a company sets out the takeover aspects of the proposed resolution if, and only if, the notice complies with this section.

"(2) It must set out whether or not, as at the time when it is prepared, any of the company's directors is aware of:

   (a) a proposal by a person:

         (i) to acquire, or to increase the extent of, a substantial interest in the company; or

         (ii) without limiting the generality of subparagraph (i), to make a takeover bid in relation to shares in the company; or

     (b) a takeover bid that has been made by a person in relation to shares in the company and offers under which remain open as at that time.

  "(3) If any of the directors is so aware, the notice must set out:

     (a) whether or not such a proposal or takeover bid has influenced the decision to propose the resolution; and

   (b) if so—particulars of:

       (i) each proposal and takeover bid concerned; and

       (ii) the extent to which each has influenced that decision.

SCHEDULE 5—continued

When directors presumed to be aware of proposed or actual takeover bid

"206bg. (1) Where a person who proposes to make a takeover bid in relation to shares in a company has:

     (a) made a public announcement to the effect that the person proposes to make the takeover bid; or

     (b) served on the company a Part A statement within the meaning of Chapter 6 relating to the proposed takeover bid;

a director of the company is, unless the contrary is established, to be presumed to be aware of the proposal.

"(2) A director of a company is, unless the contrary is established, to be presumed to be aware of a takeover bid that a person has made in relation to shares in the company.

  "(3) Where:

     (a) a person has made a takeover bid in relation to shares in a company; and

     (b) a director of the company was aware that the person proposed to make, but is not aware that the person has made, the takeover bid;

subsection 206bf (2) and paragraph 206ga (b) apply in relation to the director, in relation to the takeover bid, as if the person had not made, but still proposed to make, the takeover bid.

Solvency declaration

"206bh. (1) A solvency declaration by a company's directors is a declaration in writing that:

     (a)