Corporations Act 2001

Offers under an off‑market bid may be made subject to a defeating condition only if the offers specify a date (not more than 14 days and not less than 7 days before the end of the offer period) for giving a notice on the status of the condition.

If the offer period is extended by a period:

the date for giving the notice is taken to be postponed for the same period; and

as soon as practicable after the extension, the bidder must give a notice that states:

the new date for giving the notice of the status of the condition; and

whether the offers have been freed from the condition and whether, so far as the bidder knows, the condition has been fulfilled on the date the notice under this subsection is given.

On the date determined under subsection (1) or (2), the bidder must give a notice that states:

whether the offers are free of the condition; and

whether, so far as the bidder knows, the condition was fulfilled on the date the notice is given; and

the bidder’s voting power in the target.

The offers may be freed of the condition by a declaration by the bidder under subsection 650F(1).

If the condition is fulfilled (so that the offers become free of the condition) during the bid period but before the date for publishing the notice on the status of the condition, the bidder must publish as soon as practicable a notice that states that the condition has been fulfilled.

A notice under this section is given by:

giving the notice to the target; and

for quoted bid class securities—giving the notice to the relevant market operator; and

for unquoted bid class securities—lodging the notice with ASIC.

An offence based on subsection (2), (3) or (4) is an offence of strict liability.

For strict liability, see section 6.1 of the Criminal Code.