| 1 | Title | |
| 2 | Commencement | |
| | |
| | |
| 3 | Interpretation | |
| 3A | Meaning of code company | |
| 3AB | Extended meaning of code company for purpose of completing code-regulated transactions | |
| 4 | Meaning of associate | |
| 4AA | General provision relating to statements | |
| | |
| 4A | Transitional, savings, and related provisions | |
| | |
| 5 | No contracting out of code | |
| | |
| 5A | Information or documents must be given electronically to Panel | |
| 5B | Information or documents must be given electronically or non-electronically to financial product holder | |
| 5C | Information or documents must be given electronically to code company and offeror | |
| | |
| 6 | Fundamental rule | |
| 7 | Exceptions to fundamental rule | |
| | |
| | |
| 8 | Full offer | |
| | |
| | |
| 9 | Partial offer | |
| 10 | When offeror does not hold or control more than 50% of voting rights | |
| | |
| 11 | Excess acceptances: application | |
| 12 | Excess acceptances: 1 class of voting securities | |
| 13 | Excess acceptances: more than 1 class of voting securities | |
| 14 | Voting securities subject to disposition | |
| | |
| 14A | Interpretation of rules 14A to 14E | |
| 14B | Specified holders must provide certificate | |
| 14C | Acceptance by specified holder who has not provided certificate is invalid | |
| 14D | Certificate requirements | |
| 14E | Offeror’s obligations on receiving certificate | |
| | |
| | |
| 15 | Notice of meeting: acquisition of voting securities | |
| 16 | Notice of meeting: allotment of voting securities | |
| | |
| 16A | Holder may request copy of financial products register | |
| 16B | Code company must send copy of financial products register | |
| 16C | Restriction on holder’s use of financial products register information | |
| | |
| 17 | Voting restrictions | |
| | |
| 18 | Independent adviser’s report | |
| | |
| 19 | Directors’ statement | |
| | |
| 19A | Documents for Panel in respect of shareholder meetings | |
| | |
| 19B | Extra requirements where particulars required by Schedule 5 given (in accordance with rule 16(b)(ii)) | |
| | |
| | |
| 20 | Same terms and consideration | |
| 21 | Independent adviser’s report | |
| 22 | Independent adviser’s report on fairness between classes | |
| 23 | Minimum acceptance condition if offeror does not hold or control more than 50% of voting rights | |
| 24 | Offer period | |
| 24A | Extension of offer period | |
| 24B | Extension of offer period in case of full offer conditional at outset as to level of acceptances | |
| 24C | Extension of offer period if minimum acceptance condition satisfied or waived in final week | |
| 25 | Conditions | |
| 26 | Withdrawal or lapse of offer | |
| | |
| 27 | Permissible variations | |
| 28 | Variation notice | |
| 29 | Timing of variation | |
| 30 | Further reports required for certain variations | |
| 31 | Variation of consideration and consideration alternatives | |
| 32 | Procedure on variation of consideration and consideration alternatives | |
| | |
| 33 | Offer to specify date for payment of consideration | |
| 34 | Withdrawal of acceptance for non-payment of consideration | |
| | |
| | |
| 35 | Dispositions | |
| 36 | Acquisitions | |
| 37 | Position if consideration exceeds consideration specified in offer | |
| | |
| 38 | Defensive tactics restricted | |
| 39 | When action permitted | |
| 40 | Notice of meeting | |
| | |
| 41 | Takeover notice | |
| 41A | Offeror’s notification obligations when takeover notice sent | |
| 42 | Target company’s notification obligations when takeover notice received | |
| 42A | Target company must give offeror class notice | |
| 42B | Target company must send offeror copy of financial products register | |
| 42C | Holder may request copy of financial products register | |
| 42D | Target company must send copy of financial products register | |
| 42E | Restriction on holder’s use of financial products register information | |
| 43 | To whom offer must be sent | |
| 43A | Record date | |
| 43B | When offer must be sent | |
| 44 | Offer document | |
| 45 | Despatch notice | |
| 46 | Target company statement | |
| 47 | Documents that must be sent to Panel or that Panel may require | |
| 48 | Notification of altered offer document | |
| 49 | Reimbursement of directors and target company [Revoked] | |
| 49A | Offeror must notify Panel, etc, of increases in acceptances of offer | |
| 49B | Notice if rule 24C applies | |
| 49C | Notice of conditions to which offer subject 10 working days before end of offer period | |
| | |
| 50 | Interpretation | |
| | |
| 51 | Notification of dominant ownership | |
| 52 | Dominant owner’s right | |
| 53 | Outstanding security holder’s right | |
| | |
| 54 | Acquisition notice | |
| 55 | Contents of acquisition notice | |
| | |
| 56 | Dominant owner through acceptances of offer | |
| 56A | Alternative consideration options | |
| 57 | Determination of consideration in other cases | |
| 58 | Expert determination | |
| | |
| 59 | Return of instrument of transfer | |
| 60 | Payment of consideration if documents returned | |
| 61 | Payment of consideration if documents not returned | |
| 62 | Position if consideration fixed by expert determination | |
| 63 | Registration of dominant owner as holder of outstanding securities | |
| | |
| 64 | Misleading or deceptive conduct | |
| 65 | Exception for disclosure by investment advisers or brokers [Revoked] | |
| [Revoked] | |
| 66 | Application, savings, and transitional provisions relating to amendments to code [Revoked] | |
| 1 | Transitional provisions for matters before commencement of Takeovers Code Approval Amendment Regulations 2014 | |
| 2 | Transitional provision relating to rule 41 (Takeover notice) | |
| 3 | Transitional provision relating to rule 44 (Offer document) | |
| 4 | Matters before commencement of Takeovers Code Approval Amendment Regulations 2018 | |
| 1 | Date | |
| 2 | Offeror and its directors | |
| 3 | Target company | |
| 4 | Advice statement | |
| 5 | Offer terms | |
| 5A | Partial offers: particulars of voting securities sought | |
| 6 | Ownership of equity securities of target company | |
| 7 | Trading in target company equity securities | |
| 7A | Composition of non-derivative and derivative holdings | |
| 7B | Disclosure about derivatives | |
| 7C | How to determine number of equity securities underlying derivatives | |
| 8 | Agreements to accept offer | |
| 9 | Arrangements to pay consideration | |
| 10 | Arrangements between offeror and target company | |
| 11 | Arrangements between offeror, and directors and senior managers of target company | |
| 12 | Financial assistance | |
| 13 | Market acquisitions of securities [Revoked] | |
| 14 | Intentions about material changes to target company | |
| 15 | Pre-emption clauses in target company’s constitution | |
| 16 | Escalation clauses | |
| 17 | Classes of financial products | |
| 18 | Additional disclosures required if consideration includes securities [Revoked] | |
| 19 | Certificate | |
| 1 | Date | |
| 2 | Offer | |
| 3 | Target company | |
| 4 | Directors of target company | |
| 5 | Ownership of equity securities of target company | |
| 6 | Trading in target company equity securities | |
| 6A | Composition of non-derivative and derivative holdings | |
| 6B | Disclosure about derivatives | |
| 6C | How to determine number of equity securities underlying derivatives | |
| 7 | Acceptance of offer | |
| 8 | Ownership of equity securities of offeror or of related company | |
| 9 | Trading in equity securities of offeror or of related company | |
| 10 | Arrangements between offeror and target company | |
| 11 | Relationship between offeror, and directors and senior managers of target company | |
| 12 | Agreement between target company, and directors and senior managers | |
| 13 | Interests of directors and senior managers of target company in contracts of offeror or related company | |
| 13A | Interests of target company’s substantial security holders in material contracts of offeror or related company | |
| 14 | Additional information | |
| 15 | Recommendation | |
| 16 | Actions of target company | |
| 17 | Equity securities of target company | |
| 18 | Financial information | |
| 19 | Independent advice on merits of offer | |
| 19A | Different classes of securities | |
| 20 | Asset valuation | |
| 21 | Prospective financial information | |
| 22 | Sales of unquoted equity securities under offer | |
| 23 | Market prices of quoted equity securities under offer | |
| 24 | Other information | |
| 25 | Approval of target company statement | |
| 26 | Certificate | |
| 1 | Identity of adviser | |
| 2 | Adviser’s qualifications and expertise | |
| 3 | No conflict of interest | |
| 4 | Statement in relation to rule 22 report and further rule 22 report | |
| 5 | Explanation for further rule 22 report | |