Takeovers Regulations 2000

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1 Title

This code is the Takeovers Code.

2 Commencement

This code comes into force on 1 July 2001.

Part 1 Preliminary provisions

Interpretation

3 Interpretation

(1)

In this code, unless the context otherwise requires,—

acquisition notice has the meaning set out in rule 50

Act means the Takeovers Act 1993

code company

(a)

has the meaning given to it in rule 3A; and

(b)

includes, for the purpose set out in rule 3AB, a company for the time being treated as a code company under that rule

company has the same meaning as in section 2(1) of the Companies Act 1993

compulsory sale has the meaning set out in rule 50

control, in relation to a voting right, means having, directly or indirectly, effective control of the voting right; and controller has a corresponding meaning

custodian means a person who, in the ordinary course of business, holds financial products directly or indirectly on behalf of the beneficial owner of the financial products

derivative has the meaning set out in section 8(4) of the Financial Markets Conduct Act 2013

despatch notice means the notice referred to in rule 45

director,—

(a)

in relation to a company, means a person occupying the position of a director of the company, by whatever name called; and

(b)

in relation to a partnership (other than a special partnership or limited partnership), means a partner; and

(c)

in relation to a special partnership or limited partnership, means a general partner; and

(d)

in relation to a body corporate or unincorporate not referred to in paragraphs (a) to (c), means a person occupying a position in the body corporate or unincorporate that is comparable with that of a director of a company; and

(e)

in relation to any other person, means that person; and

(f)

includes a person in accordance with whose directions or instructions a person referred to in paragraphs (a) to (e) may be required or is accustomed to act in respect of the performance or exercise of duties or powers as, or comparable to those of, a director

dominant owner has the meaning set out in rule 50

electronic has the same meaning as in section 209 of the Contract and Commercial Law Act 2017

engaging in conduct means doing or refusing to do an act, and includes,—

(a)

omitting to do an act; or

(b)

making it known that an act will or will not be done

entitled voter has the meaning set out in rule 10(1A)

equity security

(a)

means any interest in or right to (whether carrying voting rights or not)—

(i)

a share in a company or other body corporate; or

(ii)

the share capital of a company or other body corporate; and

(b)

includes an option or right to acquire any such interest or right unless that option or right is exercisable only with the agreement of the issuer; but

(c)

does not include redeemable financial products that are redeemable only for cash

financial product, in relation to a code company,—

(a)

means—

(i)

an equity security within the meaning of section 8 of the Financial Markets Conduct Act 2013, whether or not the security carries voting rights:

(ii)

a debt security, within the meaning of section 8 of the Financial Markets Conduct Act 2013, that carries the right to vote at any annual or general meeting of the code company:

(iii)

a managed investment product, within the meaning of section 8 of the Financial Markets Conduct Act 2013, that carries the right to vote at any annual or general meeting of the code company; and

(b)

includes a financial product that is convertible, at the option of the product holder, into a financial product of the type referred to in paragraph (a)(i), (ii), or (iii)

full offer means an offer under rule 8

further required voting securities has the meaning set out in rule 12(3)

independent adviser means an adviser whom the Panel considers is independent and who is approved by the Panel for the purposes of this code

licensed market has the meaning set out in section 6(1) of the Financial Markets Conduct Act 2013

licensed market operator has the meaning set out in section 6(1) of the Financial Markets Conduct Act 2013

listed issuer has the meaning set out in section 6(1) of the Financial Markets Conduct Act 2013

minimum acceptance condition means—

(a)

a condition referred to in rule 23; or

(b)

any condition to which an offer is subject that relates to the offeror receiving a specified minimum level of acceptances in respect of voting securities

non-electronic form means paper or another non-electronic form

offer means an offer to which this code applies for voting securities and any other financial products to which the offer is required to extend under this code

offer document means the offer and all accompanying information referred to in rule 44

offer period means the period referred to in rules 24 to 24B

offeree means,—

(a)

before an offer is made, a person who holds financial products in a target company that has received a takeover notice relating to those financial products; and

(b)

after an offer is made, a person to whom an offer is made

offeror means a person who has made an offer or a person who has sent a takeover notice

ordinary resolution, in relation to a code company, means a resolution that is passed at a meeting of the holders of voting securities of the code company by a simple majority of the votes of those holders who voted on the resolution

outstanding securities has the meaning set out in rule 50

outstanding security holders has the meaning set out in rule 50

overseas company has the same meaning as in section 2(1) of the Companies Act 1993

Panel means the Takeovers Panel established under Part 1 of the Act

partial offer means an offer under rule 9

quoted, in relation to financial products of a person, means financial products of the person that are approved for trading on a licensed market (and, to avoid doubt, financial products do not cease to be quoted merely because trading in those financial products is suspended)

record date, in relation to an offer, means the latest date specified by the offeror under rule 43A(1)

related company has the same meaning as in section 2(3) of the Companies Act 1993

relevant interest has the meaning set out in sections 235 to 238 of the Financial Markets Conduct Act 2013

senior manager, in relation to a person (A), means a person who is not a director but occupies a position that allows that person to exercise significant influence over the management or administration of A (for example, a chief executive or a chief financial officer)

specified holder has the meaning set out in rule 14A

specified percentage means the percentage calculated in accordance with rule 9(6)

specified person has the meaning set out in rule 14A

stock exchange has the meaning set out in section 2(1) of the Companies Act 1993

subsidiary has the same meaning as in sections 5 to 8 of the Companies Act 1993

surplus acceptance voting securities has the meaning set out in rule 12(3)

takeover notice means the notice referred to in rule 41

target company means a code company—

(a)

whose voting securities are the subject of an offer; or

(b)

that has received a takeover notice

target company statement means the statement referred to in rule 46

target security has the meaning set out in rule 14A

underlying has the meaning set out in section 6(1) of the Financial Markets Conduct Act 2013

URL means a World Wide Web uniform resource locator

variation notice means the notice referred to in rule 28

voluntary sale has the meaning set out in rule 50

voting period has the meaning set out in rule 10(1A)

voting right means a currently exercisable right to cast a vote at meetings of shareholders of a company or financial product holders of another body corporate, not being a right to vote that is exercisable only in 1 or more of the following circumstances:

(a)

during a period in which a payment or distribution (or part of a payment or distribution) in respect of the financial product that confers the voting right is in arrears or some other default exists:

(b)

on a proposal that affects rights attached to the financial product that confers the voting right:

(c)

on a proposal to put the company or body corporate into liquidation or voluntary administration:

(d)

on a proposal for the disposal of the whole, or a material part, of the property, business, and undertaking of the company or body corporate:

(e)

during the liquidation or voluntary administration of the company or body corporate:

(f)

in respect of a special, immaterial, or remote matter that is inconsequential to control of the company or body corporate

voting security means an equity security that confers a voting right.

(2)

[Revoked]

(3)

[Revoked]

(4)

A requirement in this code for an offeror (including, for the purposes of this rule, a dominant owner under Part 7 of this code) to send or pay or provide consideration is fulfilled if the offeror—

(a)

vests the consideration in the offeree (for example, by electronically vesting financial products or electronically transferring money); and

(b)

sends written notice to the offeree that this has been done.

Schedule rule 3(1) code company: replaced, on 13 January 2020, by section 121 of the Regulatory Systems (Economic Development) Amendment Act 2019 (2019 No 62).

Schedule rule 3(1) custodian: inserted, on 1 June 2013, by regulation 4(1) of the Takeovers Code Approval Amendment Regulations 2013 (SR 2013/120).

Schedule rule 3(1) custodian: amended, on 1 December 2014, by regulation 4(1) of the Takeovers Code Approval Amendment Regulations 2014 (LI 2014/340).

Schedule rule 3(1) derivative: inserted, on 1 December 2014, by regulation 4(2) of the Takeovers Code Approval Amendment Regulations 2014 (LI 2014/340).

Schedule rule 3(1) director paragraph (b): amended, on 1 June 2013, by regulation 4(2)(a) of the Takeovers Code Approval Amendment Regulations 2013 (SR 2013/120).

Schedule rule 3(1) director paragraph (c): amended, on 1 June 2013, by regulation 4(2)(a) of the Takeovers Code Approval Amendment Regulations 2013 (SR 2013/120).

Schedule rule 3(1) director paragraph (d): replaced, on 3 July 2014, by section 32(3) of the Companies Amendment Act 2014 (2014 No 46).

Schedule rule 3(1) director paragraph (d): amended, on 1 December 2014, by regulation 4(3) of the Takeovers Code Approval Amendment Regulations 2014 (LI 2014/340).

Schedule rule 3(1) director paragraph (f): replaced, on 3 July 2014, by section 32(4) of the Companies Amendment Act 2014 (2014 No 46).

Schedule rule 3(1) electronic: inserted, on 29 October 2018, by regulation 9(1) of the Takeovers Code Approval Amendment Regulations 2018 (LI 2018/183).

Schedule rule 3(1) engaging in conduct: inserted, on 25 October 2006, by section 27(2) of the Takeovers Amendment Act 2006 (2006 No 48).

Schedule rule 3(1) entitled voter: inserted, on 1 June 2013, by regulation 4(4) of the Takeovers Code Approval Amendment Regulations 2013 (SR 2013/120).

Schedule rule 3(1) equity security paragraph (a): replaced, on 1 June 2013, by regulation 4(5) of the Takeovers Code Approval Amendment Regulations 2013 (SR 2013/120).

Schedule rule 3(1) equity security paragraph (c): amended, on 1 December 2014, by regulation 4(4) of the Takeovers Code Approval Amendment Regulations 2014 (LI 2014/340).

Schedule rule 3(1) financial product: inserted, on 1 December 2014, by regulation 4(2) of the Takeovers Code Approval Amendment Regulations 2014 (LI 2014/340).

Schedule rule 3(1) licensed market: inserted, on 1 December 2014, by regulation 4(2) of the Takeovers Code Approval Amendment Regulations 2014 (LI 2014/340).

Schedule rule 3(1) licensed market operator: inserted, on 1 December 2014, by regulation 4(2) of the Takeovers Code Approval Amendment Regulations 2014 (LI 2014/340).

Schedule rule 3(1) listed: revoked, on 1 December 2014, by regulation 4(5) of the Takeovers Code Approval Amendment Regulations 2014 (LI 2014/340).

Schedule rule 3(1) listed issuer: inserted, on 1 December 2014, by regulation 4(2) of the Takeovers Code Approval Amendment Regulations 2014 (LI 2014/340).

Schedule rule 3(1) minimum acceptance condition: inserted, on 1 December 2014, by regulation 4(2) of the Takeovers Code Approval Amendment Regulations 2014 (LI 2014/340).

Schedule rule 3(1) non-electronic form: inserted, on 29 October 2018, by regulation 9(1) of the Takeovers Code Approval Amendment Regulations 2018 (LI 2018/183).

Schedule rule 3(1) offer: amended, on 1 December 2014, by regulation 4(6) of the Takeovers Code Approval Amendment Regulations 2014 (LI 2014/340).

Schedule rule 3(1) offer period: replaced, on 1 July 2007, by regulation 4(2) of the Takeovers Code Approval Amendment Regulations 2007 (SR 2007/122).

Schedule rule 3(1) offeree: replaced, on 1 June 2013, by regulation 4(6) of the Takeovers Code Approval Amendment Regulations 2013 (SR 2013/120).

Schedule rule 3(1) offeree paragraph (a): amended, on 1 December 2014, by regulation 4(7) of the Takeovers Code Approval Amendment Regulations 2014 (LI 2014/340).

Schedule rule 3(1) offeror: replaced, on 1 June 2013, by regulation 4(7) of the Takeovers Code Approval Amendment Regulations 2013 (SR 2013/120).

Schedule rule 3(1) overseas company: inserted, on 29 October 2018, by regulation 9(1) of the Takeovers Code Approval Amendment Regulations 2018 (LI 2018/183).

Schedule rule 3(1) quoted: inserted, on 1 December 2014, by regulation 4(2) of the Takeovers Code Approval Amendment Regulations 2014 (LI 2014/340).

Schedule rule 3(1) record date: replaced, on 1 July 2007, by regulation 4(3) of the Takeovers Code Approval Amendment Regulations 2007 (SR 2007/122).

Schedule rule 3(1) registered exchange: revoked, on 1 December 2014, by regulation 4(5) of the Takeovers Code Approval Amendment Regulations 2014 (LI 2014/340).

Schedule rule 3(1) registered exchange’s securities market: revoked, on 1 December 2014, by regulation 4(5) of the Takeovers Code Approval Amendment Regulations 2014 (LI 2014/340).

Schedule rule 3(1) relevant interest: inserted, on 1 December 2014, by regulation 4(2) of the Takeovers Code Approval Amendment Regulations 2014 (LI 2014/340).

Schedule rule 3(1) senior manager: inserted, on 29 October 2018, by regulation 9(1) of the Takeovers Code Approval Amendment Regulations 2018 (LI 2018/183).

Schedule rule 3(1) specified holder: inserted, on 1 June 2013, by regulation 4(8) of the Takeovers Code Approval Amendment Regulations 2013 (SR 2013/120).

Schedule rule 3(1) specified percentage: amended, on 1 June 2013, by regulation 4(9) of the Takeovers Code Approval Amendment Regulations 2013 (SR 2013/120).

Schedule rule 3(1) specified person: inserted, on 1 June 2013, by regulation 4(8) of the Takeovers Code Approval Amendment Regulations 2013 (SR 2013/120).

Schedule rule 3(1) stock exchange: inserted, on 1 December 2014, by regulation 4(2) of the Takeovers Code Approval Amendment Regulations 2014 (LI 2014/340).

Schedule rule 3(1) target security: inserted, on 1 June 2013, by regulation 4(10) of the Takeovers Code Approval Amendment Regulations 2013 (SR 2013/120).

Schedule rule 3(1) underlying: inserted, on 1 December 2014, by regulation 4(2) of the Takeovers Code Approval Amendment Regulations 2014 (LI 2014/340).

Schedule rule 3(1) URL: inserted, on 29 October 2018, by regulation 9(1) of the Takeovers Code Approval Amendment Regulations 2018 (LI 2018/183).

Schedule rule 3(1) voting period: inserted, on 1 June 2013, by regulation 4(10) of the Takeovers Code Approval Amendment Regulations 2013 (SR 2013/120).

Schedule rule 3(1) voting right: replaced, on 1 June 2013, by regulation 4(11) of the Takeovers Code Approval Amendment Regulations 2013 (SR 2013/120).

Schedule rule 3(1) voting right: amended, on 1 December 2014, by regulation 4(8) of the Takeovers Code Approval Amendment Regulations 2014 (LI 2014/340).

Schedule rule 3(1) voting right paragraph (a): amended, on 1 December 2014, by regulation 4(9) of the Takeovers Code Approval Amendment Regulations 2014 (LI 2014/340).

Schedule rule 3(1) voting right paragraph (b): amended, on 1 December 2014, by regulation 4(9) of the Takeovers Code Approval Amendment Regulations 2014 (LI 2014/340).

Schedule rule 3(2): revoked, on 29 October 2018, by regulation 9(2) of the Takeovers Code Approval Amendment Regulations 2018 (LI 2018/183).

Schedule rule 3(3): revoked, on 31 August 2012, by section 8(2) of the Takeovers Amendment Act 2012 (2012 No 68).

Schedule rule 3(4): inserted, on 1 June 2013, by regulation 4(12) of the Takeovers Code Approval Amendment Regulations 2013 (SR 2013/120).

Schedule rule 3(4)(a): amended, on 1 December 2014, by regulation 4(10) of the Takeovers Code Approval Amendment Regulations 2014 (LI 2014/340).

Schedule rule 3(4)(b): amended, on 29 October 2018, by regulation 9(3) of the Takeovers Code Approval Amendment Regulations 2018 (LI 2018/183).

3A Meaning of code company

(1)

Code company means a company—

(a)

that is a listed issuer that has financial products that confer voting rights quoted on a licensed market; or

(b)

that was within paragraph (a) at any time during the period of 12 months before a date or the occurrence of an event referred to in this code; or

(c)

that—

(i)

has 50 or more shareholders and 50 or more share parcels; and

(ii)

is at least medium-sized.

(2)

[Revoked]

(3)

In this rule, shareholder means a shareholder holding a financial product that confers a voting right.

(3A)

In this rule, a company is at least medium-sized if—

(a)

the company has completed 1 or more accounting periods and either or both of the following is true:

(i)

on the last day of the company’s most recently completed accounting period, the total assets of the company and its subsidiaries (if any) are at least $30 million:

(ii)

in the most recently completed accounting period, the total revenue of the company and its subsidiaries (if any) is at least $15 million; or

(b)

the company has not completed its first accounting period and on the last day of the most recently completed month the total assets of the company and its subsidiaries (if any) are at least $30 million.

(4)

The definition of code company in this rule specifies the period of time to be specified by the code for the purposes of the definition of code company in the Act.

Schedule rule 3A: inserted, on 31 August 2012, by section 9 of the Takeovers Amendment Act 2012 (2012 No 68).

Schedule rule 3A(1): amended, on 13 January 2020, by section 121 of the Regulatory Systems (Economic Development) Amendment Act 2019 (2019 No 62).

Schedule rule 3A(1)(a): replaced, on 1 December 2014, by regulation 5(1) of the Takeovers Code Approval Amendment Regulations 2014 (LI 2014/340).

Schedule rule 3A(1)(a): amended, on 13 January 2020, by section 121 of the Regulatory Systems (Economic Development) Amendment Act 2019 (2019 No 62).

Schedule rule 3A(1)(b): amended, on 13 January 2020, by section 121 of the Regulatory Systems (Economic Development) Amendment Act 2019 (2019 No 62).

Schedule rule 3A(1)(c): replaced, on 13 January 2020, by section 121 of the Regulatory Systems (Economic Development) Amendment Act 2019 (2019 No 62).

Schedule rule 3A(2): revoked, on 13 January 2020, by section 121 of the Regulatory Systems (Economic Development) Amendment Act 2019 (2019 No 62).

Schedule rule 3A(3): amended, on 1 December 2014, by regulation 5(2) of the Takeovers Code Approval Amendment Regulations 2014 (LI 2014/340).

Schedule rule 3A(3A): inserted, on 13 January 2020, by section 121 of the Regulatory Systems (Economic Development) Amendment Act 2019 (2019 No 62).

3AB Extended meaning of code company for purpose of completing code-regulated transactions

(1)

This rule applies if a company ceases to be a code company within the meaning of rule 3A(1) as the result of, or during, a transaction or an event regulated under this code.

(2)

The company continues to be treated as a code company for the purpose of completing the transaction or event until the transaction or event is complete and all requirements of the code in relation to the transaction or event have been complied with.

(3)

For the purposes of subclause (2), if, as a result of the transaction or event, a person becomes a dominant owner in the company, completing the transaction or event includes applying the compulsory acquisition rules in Part 7 (and the transaction or event is not complete until those rules are applied).

(4)

Subclause (2) does not prevent the company from again becoming a code company under rule 3A(1).

(5)

In this rule, dominant owner, in relation to a company, means a person who becomes the holder or controller, or 2 or more persons acting jointly or in concert who become the holders or controllers, of 90% or more of the voting rights in the company (whether by reason of acceptances of an offer or otherwise).

Schedule rule 3AB: inserted, on 13 January 2020, by section 121 of the Regulatory Systems (Economic Development) Amendment Act 2019 (2019 No 62).

4 Meaning of associate

(1)

For the purposes of this code, a person is an associate of another person if—

(a)

the persons are acting jointly or in concert; or

(b)

the first person acts, or is accustomed to act, in accordance with the wishes of the other person; or

(c)

the persons are related companies; or

(d)

the persons have a business relationship, personal relationship, or an ownership relationship such that they should, under the circumstances, be regarded as associates; or

(e)

the first person is an associate of a third person who is an associate of the other person (in both cases under any of paragraphs (a) to (d)) and the nature of the relationships between the first person, the third person, and the other person (or any of them) is such that, under the circumstances, the first person should be regarded as an associate of the other person.

(2)

A director of a company or other body corporate is not an associate of that company or body corporate merely because he or she is a director of that company or body corporate.

4AA General provision relating to statements

(1)

This rule applies if this code requires a statement to be—

(a)

included in a document; or

(b)

provided to another person.

(2)

A statement that is included or provided is not invalid just because it contains minor differences from the statement required by these rules as long as the statement still has the same effect and is not misleading.

Schedule rule 4AA: inserted, on 29 October 2018, by regulation 10 of the Takeovers Code Approval Amendment Regulations 2018 (LI 2018/183).

Transitional, savings, and related provisions

Heading: inserted, on 29 October 2018, by regulation 10 of the Takeovers Code Approval Amendment Regulations 2018 (LI 2018/183).

4A Transitional, savings, and related provisions

The transitional, savings, and related provisions set out in Schedule 1AA have effect according to their terms.

Schedule rule 4A: replaced, on 1 December 2014, by regulation 6 of the Takeovers Code Approval Amendment Regulations 2014 (LI 2014/340).

No contracting out of code

5 No contracting out of code

This code has effect despite any provision to the contrary in any agreement, constitution of a company or similar document relating to another body corporate, resolution of the financial product holders of a company or of any other body corporate, deed, or otherwise.

Schedule rule 5: amended, on 1 December 2014, by regulation 7 of the Takeovers Code Approval Amendment Regulations 2014 (LI 2014/340).

How information or documents are given or sent

Heading: inserted, on 29 October 2018, by regulation 11 of the Takeovers Code Approval Amendment Regulations 2018 (LI 2018/183).

5A Information or documents must be given electronically to Panel

Any information or document that a person must or may give or send to the Panel under this code must be sent to the Panel by—

(a)

emailing it to the Panel at an email address that is used by the Panel; or

(b)

using an information management facility (if any) that is provided by the Panel for this purpose and that is available on an Internet site maintained by or on behalf of the Panel; or

(c)

any other electronic means approved by the Panel.

Schedule rule 5A: inserted, on 29 October 2018, by regulation 11 of the Takeovers Code Approval Amendment Regulations 2018 (LI 2018/183).

5B Information or documents must be given electronically or non-electronically to financial product holder

(1)

Any information or document that a relevant person must or may give or send to a financial product holder under this code must be sent to the financial product holder as follows:

(a)

in the case of an e-shareholder, by sending it by electronic means to the e-shareholder (for example, an email with an attachment or an email containing a URL for the information or document); or

(b)

in the case of a financial product holder that is a company but is not an e-shareholder, by emailing it to the company at an email address that is used by the company; or

(c)

in the case of a financial product holder that is an overseas company but is not an e-shareholder, by emailing it to the overseas company at an email address that is used by the overseas company; or

(d)

in any other case, by sending it to the financial product holder in a non-electronic form.

(2)

Subclause (1)(d) applies (instead of subclause (1)(a), (b), or (c)) if the relevant person—

(a)

does not have—

(i)

an electronic address for the e-shareholder (in the case of subclause (1)(a)); or

(ii)

an email address for the company or overseas company (in the case of subclause (1)(b) or (c)); or

(b)

has an address referred to in paragraph (a) but knows that it is not correct.

(3)

If the information or document is sent under subclause (1)(a), (b), or (c), the relevant person—

(a)

may also send the information or document in a non-electronic form (free of charge); and

(b)

must send the information or document in a non-electronic form (free of charge) within 1 working day after receiving a request from the financial product holder to send it in a non-electronic form.

(4)

In this rule,—

e-shareholder, in relation to information or a document that must or may be given or sent to a financial product holder under this code, means a person who—

(a)

is recorded in the code company’s financial products register as being a holder of financial products to which the information or document relates; and

(b)

has notified the code company under section 391(3A) of the Companies Act 1993 (whether or not that notification applies to the information or document that must or may be given or sent)

relevant person means—

(a)

a code company:

(b)

an offeror:

(c)

a dominant owner:

(d)

any person acting on behalf of any person referred to in paragraphs (a) to (c).

Schedule rule 5B: inserted, on 29 October 2018, by regulation 11 of the Takeovers Code Approval Amendment Regulations 2018 (LI 2018/183).

5C Information or documents must be given electronically to code company and offeror

(1)

This rule applies if any information or document must, under this code, be given or sent by—

(a)

an offeror to a code company (for example, a takeover notice under rule 41); or

(b)

a code company to an offeror (for example, a target company statement under rule 46); or

(c)

a dominant owner to a code company (for example, a notice under rule 51).

(2)

The information or document must be sent by—

(a)

emailing it to the recipient at an email address that is used by the recipient; or

(b)

any other electronic means agreed to by the parties.

Schedule rule 5C: inserted, on 29 October 2018, by regulation 11 of the Takeovers Code Approval Amendment Regulations 2018 (LI 2018/183).

Part 2 Fundamental rule and exceptions

6 Fundamental rule

(1)

Except as provided in rule 7, a person who holds or controls—

(a)

no voting rights, or less than 20% of the voting rights, in a code company may not become the holder or controller of an increased percentage of the voting rights in the code company unless, after that event, that person and that person’s associates hold or control in total not more than 20% of the voting rights in the code company:

(b)

20% or more of the voting rights in a code company may not become the holder or controller of an increased percentage of the voting rights in the code company.

(2)

For the purposes of subclause (1), if—

(a)

a person and any other person or persons acting jointly or in concert together become the holders or controllers of voting rights, that person is deemed to have become the holder or controller of those voting rights:

(b)

a person or persons together hold or control voting rights and another person joins that person or all or any of those persons in the holding or controlling of those voting rights as associates, the other person is deemed to have become the holder or controller of those voting rights:

(c)

voting rights are held or controlled by a person together with associates, any increase in the extent to which that person shares in the holding or controlling of those voting rights with associates is deemed to be an increase in the percentage of the voting rights held or controlled by that person.

7 Exceptions to fundamental rule

A person may become the holder or controller of an increased percentage of the voting rights in a code company—

(a)

by an acquisition under a full offer (the main provisions are contained in rule 8, Parts 4 to 6, and Schedules 1 to 3):

(b)

by an acquisition under a partial offer (the main provisions are contained in rules 9 to 14, Parts 4 to 6, and Schedules 1 to 3):

(c)

by an acquisition by a person of voting securities in the code company or in any other body corporate from 1 or more other persons if the acquisition has been approved by an ordinary resolution of the code company in accordance with this code (the main provisions are contained in rules 15, 16A, and 17 to 19A):

(d)

by an allotment to a person of voting securities in the code company or in any other body corporate if the allotment has been approved by an ordinary resolution of the code company in accordance with this code (the main provisions are contained in rules 16 to 19B):

(e)

if—

(i)

the person holds or controls more than 50%, but less than 90%, of the voting rights in the code company; and

(ii)

the resulting percentage of the total voting rights in the code company that is held or controlled by the person does not exceed by more than 5 the lowest percentage of the total voting rights in the code company that was held or controlled by the person in the 12-month period ending on, and inclusive of, the date of the increase:

(f)

if the person already holds or controls 90% or more of the voting rights in the code company.

Schedule rule 7(a): amended, on 1 July 2007, by regulation 5(1) of the Takeovers Code Approval Amendment Regulations 2007 (SR 2007/122).

Schedule rule 7(b): amended, on 1 July 2007, by regulation 5(2) of the Takeovers Code Approval Amendment Regulations 2007 (SR 2007/122).

Schedule rule 7(c): amended, on 29 October 2018, by regulation 12 of the Takeovers Code Approval Amendment Regulations 2018 (LI 2018/183).

Schedule rule 7(c): amended, on 1 July 2007, by regulation 5(3)(a) of the Takeovers Code Approval Amendment Regulations 2007 (SR 2007/122).

Schedule rule 7(c): amended, on 1 July 2007, by regulation 5(3)(b) of the Takeovers Code Approval Amendment Regulations 2007 (SR 2007/122).

Schedule rule 7(d): amended, on 1 June 2013, by regulation 6 of the Takeovers Code Approval Amendment Regulations 2013 (SR 2013/120).

Schedule rule 7(d): amended, on 1 July 2007, by regulation 5(4)(a) of the Takeovers Code Approval Amendment Regulations 2007 (SR 2007/122).

Schedule rule 7(e)(ii): replaced, on 1 July 2007, by regulation 5(5) of the Takeovers Code Approval Amendment Regulations 2007 (SR 2007/122).

Part 3 Specific requirements for exceptions to fundamental rule

Subpart 1—Full offers

8 Full offer

(1)

An offer may be made under this code for all the voting securities of the target company not already held by the offeror.

(2)

A full offer must include offers in respect of all the securities in each class of equity securities, whether voting or non-voting, of the target company (other than those that are already held by the offeror).

(3)

If there is more than 1 class of voting securities included in a full offer, the consideration and terms offered for each class of voting securities must be fair and reasonable as between the classes of voting securities.

(4)

If non-voting securities are included in a full offer, the consideration and terms offered for non-voting securities must be fair and reasonable in comparison with the consideration and terms offered for voting securities and as between classes of non-voting securities.

Subpart 2—Partial offers

General provisions

9 Partial offer

(1)

An offer may be made under this code for less than all the voting securities of a target company.

(2)

A partial offer must be extended to all holders of voting securities of the target company other than the offeror.

(3)

If there is only 1 class of voting securities of the target company, a partial offer must be made for a specified percentage of the voting securities of the target company not already held or controlled by the offeror.

(4)

If there is more than 1 class of voting securities of the target company, a partial offer must be made for a specified percentage of the voting securities of each class not already held or controlled by the offeror, and such specified percentage must be the same percentage in respect of each class.

(5)

The consideration and terms offered for each class of voting securities of the target company must be fair and reasonable as between the classes of voting securities.

(6)

For the purposes of this rule and this code, the specified percentage of the voting securities of each class under offer must be calculated as follows:

number of voting securities of the particular class sought by offeror× 100 =the specified percentage
number of voting securities of that class not already held or controlled by offeror

(7)

If the offeror already holds or controls voting securities of a class of voting securities included in the offer, and if the number of voting securities in that class not already held or controlled by the offeror is increased or decreased during the period that commences with the sending of the takeover notice and ends with the close of the offer period, the specified percentage is adjusted to the extent required to ensure that the maximum aggregate percentage of voting securities in that class that the offeror could hold or control following completion of the offer is the same as that which it could have held or controlled had the increase or decrease not occurred.

Schedule rule 9(6): inserted, on 1 June 2013, by regulation 7 of the Takeovers Code Approval Amendment Regulations 2013 (SR 2013/120).

Schedule rule 9(7): inserted, on 1 June 2013, by regulation 7 of the Takeovers Code Approval Amendment Regulations 2013 (SR 2013/120).

10 When offeror does not hold or control more than 50% of voting rights

(1)

If, on the date of a partial offer, the offeror does not hold or control more than 50% of the voting rights in the target company, the partial offer must be 1 only of the following:

(a)

a partial offer for a specified percentage of the voting securities of each class not already held or controlled by the offeror that, when taken together with the voting securities already held or controlled by the offeror, confers more than 50% of the voting rights in the target company; or

(b)

a partial offer for a specified percentage of the voting securities of each class not already held or controlled by the offeror that, when taken together with the voting securities already held or controlled by the offeror, confers 50% or less of the voting rights in the target company if approval is obtained in accordance with the following provisions:

(i)

the takeover notice and the offer must include a statement that approval is sought under rule 10 of the Takeovers Code and that the offer is conditional on approval being obtained:

(ii)

the offer must be accompanied by a separate voting document that provides for entitled voters to approve or object to the offer conferring on the offeror the percentage of voting rights that the offeror would hold or control in the target company after successful completion of the offer:

(iii)

the offer and the voting document must specify the voting period:

(iv)

approval under this rule is obtained if the entitled voters who approve hold more voting rights in the target company than are held by entitled voters who object:

(v)

only entitled voters may vote:

(vi)

for an approval or objection to be valid, the completed voting document must be received by the target company or its agent before the end of the voting period.

(1A)

For the purposes of this rule and this code,—

entitled voters are—

(a)

those persons recorded on the target company’s financial products register (as at the end of the voting period) as holders of voting securities to which the offer relates; but

(b)

not the offeror or its associates

voting period is a period that commences with the date of the offer and ends—

(a)

on or before the fifth working day before the date first specified in the offer (under rule 24(2)) as the end of the offer period; and

(b)

on or after the tenth working day after the date on which the offer document is sent in accordance with rule 43B.

(2)

A target company, or its agent, that receives an approval or objection before the expiration of the voting period must, if requested by the offeror, send a copy of the approval or objection to the offeror within 2 working days after its receipt.

Schedule rule 10(1): amended, on 1 July 2007, by regulation 6(1) of the Takeovers Code Approval Amendment Regulations 2007 (SR 2007/122).

Schedule rule 10(1)(a): replaced, on 1 July 2007, by regulation 6(2) of the Takeovers Code Approval Amendment Regulations 2007 (SR 2007/122).

Schedule rule 10(1)(b): replaced, on 1 July 2007, by regulation 6(2) of the Takeovers Code Approval Amendment Regulations 2007 (SR 2007/122).

Schedule rule 10(1)(b)(ii): replaced, on 1 June 2013, by regulation 8(1) of the Takeovers Code Approval Amendment Regulations 2013 (SR 2013/120).

Schedule rule 10(1)(b)(iii): replaced, on 1 June 2013, by regulation 8(1) of the Takeovers Code Approval Amendment Regulations 2013 (SR 2013/120).

Schedule rule 10(1)(b)(iv): replaced, on 1 June 2013, by regulation 8(1) of the Takeovers Code Approval Amendment Regulations 2013 (SR 2013/120).

Schedule rule 10(1)(b)(v): replaced, on 1 June 2013, by regulation 8(1) of the Takeovers Code Approval Amendment Regulations 2013 (SR 2013/120).

Schedule rule 10(1)(b)(vi): inserted, on 1 June 2013, by regulation 8(1) of the Takeovers Code Approval Amendment Regulations 2013 (SR 2013/120).

Schedule rule 10(1A): inserted, on 1 June 2013, by regulation 8(2) of the Takeovers Code Approval Amendment Regulations 2013 (SR 2013/120).

Schedule rule 10(1A) entitled voters paragraph (a): amended, on 1 December 2014, by regulation 8 of the Takeovers Code Approval Amendment Regulations 2014 (LI 2014/340).

Schedule rule 10(1A) voting period: replaced, on 29 October 2018, by regulation 13(1) of the Takeovers Code Approval Amendment Regulations 2018 (LI 2018/183).

Schedule rule 10(2): amended, on 29 October 2018, by regulation 13(2) of the Takeovers Code Approval Amendment Regulations 2018 (LI 2018/183).

Schedule rule 10(2): amended, on 1 June 2013, by regulation 8(3) of the Takeovers Code Approval Amendment Regulations 2013 (SR 2013/120).

Excess acceptances

11 Excess acceptances: application

If a partial offer is accepted in respect of more voting securities than those sought by the offeror, rules 12 and 13 apply.

Schedule rule 11: amended, on 1 December 2014, by regulation 9 of the Takeovers Code Approval Amendment Regulations 2014 (LI 2014/340).

12 Excess acceptances: 1 class of voting securities

(1)

If there is only 1 class of voting securities included in the partial offer, the offeror must take up from each offeree the lesser of—

(a)

the number of the offeree’s securities that represents the specified percentage of the voting securities held by the offeree; or

(b)

the number of securities in respect of which the offeree has accepted the offer.

(2)

If the number of voting securities that the offeror takes up under subclause (1) is less than the number of voting securities sought by the offeror under the offer, the offeror must acquire the further required voting securities by taking up, from each offeree with surplus acceptance voting securities, voting securities bearing the same proportion to the offeree’s surplus acceptance voting securities as the further required voting securities bear to the total surplus acceptance voting securities.

(3)

For the purposes of this rule and rule 13,—

further required voting securities means the balance of voting securities required by an offeror

surplus acceptance voting securities means the voting securities in respect of which an offer has been accepted, but that have not been taken up under subclause (1).

13 Excess acceptances: more than 1 class of voting securities

If there is more than 1 class of voting securities included in the partial offer,—

(a)

rule 12 applies in respect of each class of voting securities separately; and

(b)

if the application of paragraph (a) does not provide the offeror with the voting securities sought by the offeror under the partial offer, rule 12(2) and (3) applies (with any necessary modifications) in relation to the—

(i)

total remaining surplus acceptance voting securities of all classes; and

(ii)

total remaining further required voting securities of all classes needed to bring the voting rights acquired under the partial offer up to the total voting rights conferred by the voting securities sought under the partial offer; and

(c)

if the voting securities confer different voting rights as between classes, the number of surplus acceptance voting securities taken up from each offeree under paragraph (b) must be calculated by reference to the—

(i)

voting rights conferred by each remaining surplus acceptance voting security; and

(ii)

voting rights conferred by the total remaining surplus acceptance voting securities; and

(iii)

remaining voting rights sought under the partial offer.

14 Voting securities subject to disposition

The number of voting securities that may be disposed of by an offeree under a partial offer in accordance with the terms of the offer and this code must be determined by reference to the number of voting securities of each class under offer held by the offeree at the expiration of the offer period, as recorded in the financial products register of the target company.

Schedule rule 14: amended, on 1 December 2014, by regulation 10 of the Takeovers Code Approval Amendment Regulations 2014 (LI 2014/340).

Scaling excess acceptances when target securities held on behalf of another

Heading: inserted, on 1 June 2013, by regulation 9 of the Takeovers Code Approval Amendment Regulations 2013 (SR 2013/120).

14A Interpretation of rules 14A to 14E

For the purposes of this rule and rules 14B to 14E,—

specified holder means an offeree under a partial offer who holds target securities on behalf of more than 1 specified person, regardless of—

(a)

whether the holdings are direct or indirect:

(b)

whether the specified holder is a custodian or not:

(c)

the particular arrangements between the specified holder and specified persons

specified person means a person on whose behalf a specified holder holds target securities

target security means a voting security in the target company.

Schedule rule 14A: inserted, on 1 June 2013, by regulation 9 of the Takeovers Code Approval Amendment Regulations 2013 (SR 2013/120).

14B Specified holders must provide certificate

Specified holders must, by the close of the last day of the offer period, provide a certificate that complies with rule 14D to—

(a)

the offeror; and

(b)

the person who administers the target company’s share register.

Schedule rule 14B: inserted, on 1 June 2013, by regulation 9 of the Takeovers Code Approval Amendment Regulations 2013 (SR 2013/120).

14C Acceptance by specified holder who has not provided certificate is invalid

An acceptance under a partial offer by a specified holder who has not provided a certificate in accordance with rule 14B is invalid.

Schedule rule 14C: inserted, on 1 June 2013, by regulation 9 of the Takeovers Code Approval Amendment Regulations 2013 (SR 2013/120).

14D Certificate requirements

The certificate that a specified holder must provide in accordance with rule 14B must—

(a)

state the date of the certificate; and

(b)

include a statement that the offeree holds target securities as a specified holder on behalf of specified persons; and

(c)

state the total number and class of target securities that are held by the offeree on behalf of specified persons; and

(d)

state the number of specified persons on whose behalf the offeree holds those target securities; and

(e)

identify as Pool A

(i)

the number of specified persons on behalf of whom the specified holder has not accepted the offer, along with the number and class of target securities held by the specified holder on behalf of each such specified person; and

(ii)

the number of specified persons on behalf of whom the specified holder has accepted the offer for the specified percentage, or any smaller percentage, of target securities held by the specified holder on behalf of each such specified person, along with the number and class of target securities that are held by the specified holder on behalf of each such specified person and to which the acceptance relates; and

(f)

identify as Pool B the number of specified persons who have accepted the offer in relation to more than the specified percentage of target securities that are held by the specified holder on behalf of each such specified person, along with the number and class of target securities that are held by the specified holder on behalf of each such specified person and to which the acceptance relates; and

(g)

state the total number of target securities and acceptances in each of Pool A and Pool B.

Schedule rule 14D: inserted, on 1 June 2013, by regulation 9 of the Takeovers Code Approval Amendment Regulations 2013 (SR 2013/120).

14E Offeror’s obligations on receiving certificate

An offeror who receives a certificate that complies with rule 14D must,—

(a)

in relation to Pool A, take up the target securities from the specified holder (not from the specified person); and

(b)

in relation to Pool B, take up the target securities from the specified holder (not from the specified person) as if each specified person in pool B were an offeree in relation to which the offer was accepted, in accordance with rules 12 and 13.

Schedule rule 14E: inserted, on 1 June 2013, by regulation 9 of the Takeovers Code Approval Amendment Regulations 2013 (SR 2013/120).

Subpart 3—Acquisitions and allotments

Notice of meeting

15 Notice of meeting: acquisition of voting securities

The notice of meeting sent by the code company containing the proposed resolution in respect of an acquisition of voting securities referred to in rule 7(c) must contain, or be accompanied by,—

(a)

the identity of the following:

(i)

the person acquiring the voting securities; and

(ii)

(if different from the person described in subparagraph (i)) any person who will become a controller of an increased percentage of voting securities in the code company as a result of the acquisition; and

(iii)

the person disposing of the voting securities; and

(b)

particulars of the voting securities to be acquired, including—

(i)

the number being acquired; and

(ii)

the percentage of all voting securities that that number represents; and

(iii)

the percentage of all voting securities that will be held or controlled by the person acquiring the voting securities after completion of the acquisition; and

(iv)

the aggregate of the percentages of all voting securities that will be held or controlled by the person acquiring the voting securities and by that person’s associates after completion of the acquisition; and

(c)

if the voting securities being acquired are voting securities of a body corporate other than the code company,—

(i)

the number of voting securities in the code company that are held or controlled by that body corporate; and

(ii)

the percentage of the total voting securities of the code company that that number represents; and

(d)

the consideration for the acquisition or the manner in which the consideration will be determined and when the consideration is payable; and

(e)

the reasons for the transaction; and

(f)

a statement that the acquisition, if approved, will be permitted under rule 7(c) of the Takeovers Code as an exception to rule 6 of the Takeovers Code; and

(g)

a statement by each person identified under paragraph (a)(i) and (ii) setting out particulars of any agreement or arrangement (whether or not legally enforceable) that has been, or is intended to be, entered into between the person and any other person (other than between that person and the person disposing of the voting securities in respect of the matters referred to in paragraphs (a) to (e)) relating to the acquisition, holding, or control of the voting securities to be acquired, or to the exercise of voting rights in the code company; and

(h)

the report from an independent adviser that complies with rule 18; and

(i)

the statement by the directors of the code company referred to in rule 19.

Schedule rule 15: amended, on 1 June 2013, by regulation 10(1) of the Takeovers Code Approval Amendment Regulations 2013 (SR 2013/120).

Schedule rule 15(a): replaced, on 1 June 2013, by regulation 10(2) of the Takeovers Code Approval Amendment Regulations 2013 (SR 2013/120).

Schedule rule 15(b)(iv): inserted, on 1 July 2007, by regulation 7 of the Takeovers Code Approval Amendment Regulations 2007 (SR 2007/122).

Schedule rule 15(f): amended, on 29 October 2018, by regulation 14(1) of the Takeovers Code Approval Amendment Regulations 2018 (LI 2018/183).

Schedule rule 15(g): amended, on 29 October 2018, by regulation 14(2) of the Takeovers Code Approval Amendment Regulations 2018 (LI 2018/183).

16 Notice of meeting: allotment of voting securities

The notice of meeting sent by the code company containing the proposed resolution in respect of an allotment or allotments of voting securities referred to in rule 7(d) must contain, or be accompanied by,—

(a)

the identity of the following:

(i)

the allottee; and

(ii)

(if different from the allottee) any person who will become a controller of an increased percentage of voting securities in the code company as a result of the allotment or allotments; and

(b)

particulars of the voting securities to be allotted, including—

(i)

the particulars required by Schedule 4; or

(ii)

if the particulars required by Schedule 4 are not ascertainable, the particulars required by Schedule 5 (note that rule 19B applies); and

(c)

if the voting securities being allotted are voting securities of a body corporate other than the code company—

(i)

the number of voting securities in the code company that are held or controlled by that body corporate; and

(ii)

the percentage of the total voting securities of the code company that that number represents; and

(d)

the issue price for the voting securities to be allotted and when it is payable; and

(e)

the reasons for the allotment or allotments; and

(f)

a statement that the allotment or allotments, if approved, will be permitted under rule 7(d) of the Takeovers Code as an exception to rule 6 of the Takeovers Code; and

(g)

a statement by each person identified under paragraph (a)(i) and (ii) setting out particulars of any agreement or arrangement (whether legally enforceable or not) that has been, or is intended to be, entered into between the person and any other person (other than between that person and the code company in respect of the matters referred to in paragraphs (a) to (e)) relating to the allotment or allotments, holding, or control of the voting securities to be allotted, or to the exercise of voting rights in the code company; and

(h)

the report from an independent adviser that complies with rule 18; and

(i)

the statement by the directors of the code company referred to in rule 19.

Schedule rule 16: amended, on 1 June 2013, by regulation 11(1) of the Takeovers Code Approval Amendment Regulations 2013 (SR 2013/120).

Schedule rule 16: amended, on 1 June 2013, by regulation 11(4) of the Takeovers Code Approval Amendment Regulations 2013 (SR 2013/120).

Schedule rule 16(a): replaced, on 29 October 2018, by regulation 15(1) of the Takeovers Code Approval Amendment Regulations 2018 (LI 2018/183).

Schedule rule 16(b): replaced, on 1 June 2013, by regulation 11(3) of the Takeovers Code Approval Amendment Regulations 2013 (SR 2013/120).

Schedule rule 16(b)(iv): inserted, on 1 July 2007, by regulation 8 of the Takeovers Code Approval Amendment Regulations 2007 (SR 2007/122).

Schedule rule 16(e): amended, on 1 June 2013, by regulation 11(4) of the Takeovers Code Approval Amendment Regulations 2013 (SR 2013/120).

Schedule rule 16(f): amended, on 29 October 2018, by regulation 15(2) of the Takeovers Code Approval Amendment Regulations 2018 (LI 2018/183).

Schedule rule 16(f): amended, on 1 June 2013, by regulation 11(4) of the Takeovers Code Approval Amendment Regulations 2013 (SR 2013/120).

Schedule rule 16(g): replaced, on 29 October 2018, by regulation 15(3) of the Takeovers Code Approval Amendment Regulations 2018 (LI 2018/183).

Copy of financial products register

Heading: inserted, on 29 October 2018, by regulation 16 of the Takeovers Code Approval Amendment Regulations 2018 (LI 2018/183).

16A Holder may request copy of financial products register

(1)

A holder of voting securities to which an acquisition or allotment referred to in rule 7(c) or (d) relates may request that the code company send to the holder a copy of its financial products register relating to those voting securities.

(2)

The request may be made only during the period beginning on the day on which the notice of meeting is sent under rule 15 or 16 and ending immediately before the date of the meeting.

(3)

The request must include a statement confirming that—

(a)

the request is made under this rule; and

(b)

the holder will only use the information supplied under rule 16B for the purpose of communicating, before the date of the meeting, with other holders of the voting securities about the acquisition or allotment referred to in rule 7(c) or (d).

Schedule rule 16A: inserted, on 29 October 2018, by regulation 16 of the Takeovers Code Approval Amendment Regulations 2018 (LI 2018/183).

16B Code company must send copy of financial products register

(1)

The code company must, within 1 working day after receiving a request from a holder under rule 16A, send to the holder—

(a)

a copy of the code company’s financial products register relating to the voting securities to which the acquisition or allotment relates; and

(b)

a list of e-shareholders and an electronic address for each of those e-shareholders; and

(c)

for every company (A) or overseas company (A) that is recorded in the code company’s financial products register as being a holder of voting securities to which the acquisition or allotment relates (but is not an e-shareholder), the last known email address (if any) that is used by A.

(2)

The information sent under subclause (1) must be prepared as at the close of the date on which the request is received.

(3)

The code company must send to the Panel a copy of the request made by the holder at the same time as it sends the copy of the register to the holder under this rule.

(4)

In this rule, e-shareholder means a person who—

(a)

is recorded in the code company’s financial products register as being a holder of voting securities to which the acquisition or allotment relates; and

(b)

has notified the code company under section 391(3A) of the Companies Act 1993 (whether or not that notification applies to information or documents that must or may be given or sent by another holder of voting securities to which the acquisition or allotment relates).

Schedule rule 16B: inserted, on 29 October 2018, by regulation 16 of the Takeovers Code Approval Amendment Regulations 2018 (LI 2018/183).

16C Restriction on holder’s use of financial products register information

(1)

The holder may only use the information that is sent under rule 16B in good faith, in a reasonable manner, and for the purpose of communicating, before the date of the meeting, with other holders of the voting securities about the acquisition or allotment referred to in rule 7(c) or (d).

(2)

The holder must not disclose the information to another person unless the holder believes, on reasonable grounds, that disclosure is for the purpose set out in subclause (1).

Schedule rule 16C: inserted, on 29 October 2018, by regulation 16 of the Takeovers Code Approval Amendment Regulations 2018 (LI 2018/183).

Voting restrictions

17 Voting restrictions

(1)

The persons acquiring and disposing of the voting securities and their associates must not vote on a resolution for the approval of the acquisition referred to in rule 7(c).

(2)

The allottee and its associates must not vote on a resolution for the approval of the allotment referred to in rule 7(d).

Schedule rule 17(1): amended, on 1 December 2014, by regulation 11 of the Takeovers Code Approval Amendment Regulations 2014 (LI 2014/340).